Annual
Report
2024
© IMDEX Limited 2024
imdex.com
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IMDEX Annual Report 2024
Our purpose as a leading
global mining-tech
company is to efficiently
and sustainably unlock the
earth’s value.
We are uniquely positioned
to enable customers to find,
define and mine orebodies
with precision, confidence
and at speed.
IMDEX Annual Report 2024
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IMDEX Annual Report 2024
A strong core business with a clear objective to outperform
industry market conditions
Opportunities to strengthen core business via leading
technologies and integrated IMDEX solutions
New business growth via Digital and IMDEX Mining Technologies
business units
A strong financial platform with quality revenue and
resilient earnings
Disciplined cost control and strong cash generation
Established global presence and customer network
Market leading technologies with unique defendable IP
A commitment to targeted R&D to maintain technical leadership
Integrated solutions that are applicable across the mining
value chain
The ability to make acquisitions or collaborate with industry
partners to complement existing product offering
An experienced and diverse leadership team with world-class
geoscience capabilities
A low carbon footprint and opportunities to enhance the
sustainability of operations for customers
Why We Deliver
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IMDEX Annual Report 2024
This Annual Report provides a summary of Imdex Limited’s
operations and financial performance for the 2024 financial
year (FY24) from 1 July 2023 to 30 June 2024.
This report may contain forward looking statements.
Further information can be found on page 85 of this report.
IMDEX BLASTDOG™
Questions or feedback regarding our Company are always
welcome. Please contact Kym Clements - IMDEX Investor
Relations at kym.clements@imdexlimited.com
Our Corporate Governance Statement discloses the extent
to which we have complied with the Australian Securities
Exchange Corporate Governance Council’s ‘Corporate
Governance Principles & Recommendations – 4th edition’.
Unless otherwise stated, references to ‘IMDEX’, the
‘Group’, the ‘Company’, ‘we’, ‘us’ and ‘our’ refer to Imdex
Limited and its controlled entities. References to a year
are to the financial year ended 30 June and references to
dollar figures are in AUD currency.
Download a copy of our FY24 Annual Report or past reports
View Corporate Governance here
About This Report
Forward Looking Statements
Further Information
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IMDEX Annual Report 2024
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IMDEX Annual Report 2024
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IMDEX Annual Report 2024
Contents
Business Overview
About IMDEX
Financial Highlights
Strategic Highlights
ESG Highlights
Chairman’s Address
Board of Directors
MD & CEO Review of Operations
Executive Leadership Committee
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12
14
15
16
20
22
30
Financial Performance
Financial Summary
Revenue Growth
EBITDA
Disciplined R&D Capital Allocation
Disciplined Capital Management
Strong Balance Sheet
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35
38
39
41
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Operating Environment
and Outlook
Growth Strategy and
FY25 Focus Areas
Directors’ Report
FY24 Operating Environment
FY25 Focus Areas
Growth Strategy
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45
46
48
130
131
132
134
134
134
135
Financial Statements
Shareholder Information
Corporate Information
Top 20 Largest Shareholders
Key Announcements
Annual General Meeting
Corporate Calendar
Share Registry Enquiries
Company History
Forward Looking
Statements
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© IMDEX Limited 2024
Remuneration Report
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76
Find.
Define.
Mine.
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IMDEX Annual Report 2024
About IMDEX
IMDEX is a leading global mining-tech company that enables drilling contractors and
resource companies to find, mine and define orebodies with precision, confidence
and at speed. Our integrated solutions include a broad range of drilling optimisation
products, rock knowledge sensors and real-time data and analytics. This offering is
commodity agnostic and can be applied across the mining value chain.
Our four corporate values underpin our actions and help guide our decision making.
Our rich global experience and diverse thinking
drives all development within IMDEX. It
enables us to solve unique problems for global
customers reducing environmental and social
impacts to shape a better global industry.
We reduce the environmental impact of our
activities to shape a better global industry. We
embrace flexible thinking for the benefit of our
people, customers and the societies in which
we operate. We serve our customers globally
by leveraging our diverse teams and enabling
inclusive decision making. We connect our
expertise to customers to add values.
We believe in shaping the future of mining
through the relentless pursuit of technologies
and services that question the status quo,
address our customers’ challenges and set
new benchmarks for what can be achieved
in our industry. We listen to our people and
customers to develop new technologies. We
step up and challenge the status quo. We give
our people the space to be curious and create.
We are informed by industry trends to be open
to new ideas.
We are passionate about creating positive
customer experiences that deliver successful
outcomes for our customers now and into
the future. We achieve this by working in
partnership with our customers, actively
listening to their needs and delivering
genuine value through efficient solutions. We
optimise our customers’ experience. We place
our customers’ needs first and foremost,
delivering on our promises. We encourage
customer ownership and involvement. We
create value for our customers through
collaboration and innovation.
We are a global team of diverse and talented
people, who empower each other to be our
best selves. We harness our strengths by
combining our knowledge across boundaries in
a positive and accountable workplace. We hold
each other accountable and take ownership for
our actions. We advocate for the safety and
wellbeing of our people in everything we do.
We recognise and acknowledge each other’s
successes. We back each other as a united
team, by sharing learnings and expertise
between departments and across borders.
Global Game Changers
BUSINESS OVERVIEW
Forever Curious
Go Beyond
Together We Thrive
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IMDEX Annual Report 2024
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Our integrated solutions fit within the following three broad categories: Drilling
Optimisation Products, Rock Knowledge Sensors, and Real-time Data & Analytics.
Our focus is on providing solutions that combine products and services from each
of these categories to deliver greater productivity and value for customers.
A suite of products
that enhance drilling
productivity while
improving safety and
the impact on the
environment:
Best-in-class sensors
that originate critical
data on the four
elements of rock
knowledge: location,
grade, mineralogy, and
texture. The combined
offering provides
customers greater
choice and the ability
to match the right
sensors to the right
geological program.
A secure cloud
platform and market
leading geoscience
analytical software to
enrich data and enable
real-time decisions
to be made further
upstream:
•
Drilling fluids
•
Solids removal
units
•
Rig alignment
technologies
•
Directional drilling
technologies
•
Down hole survey
sensors
•
Core orientation
sensors
•
Gamma logging
sensors
•
Structural
orientation sensors
•
Devico survey
data management
system (DeviCloud)
•
Krux drilling
analytics software
•
Cloud-based data
collection and
validation platform
•
Advanced
reporting software
•
Geoscience
analytics software
•
Interpretive
mineralogy
software
•
3D visualisation
software
Our Integrated Offering
Drilling
Optimisation
Products
Rock
Knowledge
Sensors
Real-Time
Data &
Analytics
Our global presence is unrivalled. This presence provides a compelling opportunity
to embed real value for customers and maximise revenue and earnings for IMDEX.
We support customers in more than 100 countries and have 26 IMDEX facilities,
together with warehouses and calibration centres in key mining regions of the
world. Our Head Office is located in Balcatta, Western Australia.
During FY24, we completed the operational integration of Devico, including its
four facilities and a world-class R&D and manufacturing facility in Trondheim,
Norway. This facility and its team of engineers, complement our existing
capabilities in California and Australia. The acquisition of Devico significantly
strengthens our core business and global presence, particularly in Europe.
Our Established Global Business
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IMDEX Annual Report 2024
Our long-standing customer base includes large drilling contractors and
resource companies within the global minerals industry. We are creating a
collaborative ecosystem, where we partner with all customers to optimise
orebodies and support resource stewardship.
Our Customers and Industry Partners
IMDEX facilities (not including distributors)
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IMDEX Annual Report 2024
Financial Highlights
$445M
GROUP REVENUE UP 8%
Up 7% on a constant currency basis
(FY24 $445.3m v FY23 $411.4m)
29%
EBITDA NORMALISED1
Maintained baseline margin while
investing in growth
(FY24 29.4% v FY23 29.8%)
$70M
DEVICO REVENUE UP 13%
Revenue synergies running ahead
of targets
(FY24 $69.9m v FY23 $61.3m)4
$131M
EBITDA NORMALISED1 UP 7%
Up 3% on a constant currency basis
(FY24 $130.7m v FY23 $122.6m)
$56M
NPATA2 NORMALISED1
Normalised effective tax rate of 31%
(FY24 $55.6m v FY23 $56.8m)
96%
CASH CONVERSION
Strong working capital discipline
(FY24 96% v FY23 82%)
30%
Dividend Payout Ratio
2.8cps full year dividend
(FY24 2.8cps v FY23 3.6cps)
$35M
NET DEBT3
Robust balance sheet with net
leverage of 0.3x
(FY24 $35.0m v FY23 $64.9m)
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IMDEX Annual Report 2024
Normalised to exclude significant items including Devico integration and organisational redesign costs ($10.5m) plus
MAGHAMMER impairment costs ($7.4m)
Excludes after tax impact of intangible asset amortisation charge from acquisitions, tax effected at 30%
Cashless external borrowings (excluding lease liabilities)
Revenue for comparable period (4 months actuals of $20.6m plus 8/12 of CY22) was $61.3m
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2
3
4
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OUR GROUP REVENUE OF
MARKS ANOTHER RECORD
FOR OUR COMPANY.
$445.3 MILLION
Paul House
Managing Director &
Chief Executive Officer
IMDEX ACTx™
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Strategic Highlights
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New Business Growth
Digital Busines
IMT Business
•
28% of Sensor & SaaS
revenue is IMDEX HUB-IQ™
connected
•
IMDEX HUB-IQ connected
customers up 10%
•
Enabled connection of Devico
sensors to IMDEX HUB-IQ™
•
Krux Analytics and Datarock
leveraged IMDEX global
network and doubled SaaS
activity
•
Additional installed BHS™ sites
and a strong pipeline of trials
planned
•
Increased penetration to
underground production hole
survey market
•
BLASTDOG™ commercial trials
on track with additional sites in
pipeline for FY25
Technology Leadership
Core Business Growth
Integrated Solutions
•
Release of IMDEX HUB-
IQ™ connected ACTx™ and
OMNIx™
•
Sensor ARPU up 7%
•
10% uplift in customers
upgrading to higher-end
survey technologies1
•
48% of top 250 customers
have >3 IMDEX products, up
from 46%
•
Directional drilling projects
expanded into USA, Africa and
Australia leveraging IMDEX
network
•
Consolidation of fluid products
with increasing gross margins
During FY24, we continued to invest in our core business growth including
technology leadership, the integration of Devico sensors and directional
drilling services and the expansion of our integrated solutions.
Within our new business growth, we supported our Datarock and Krux
investments, while developing our IMDEX Mining Technologies business.
In line with strategy to transition customers to advanced solutions that deliver greater value
Percentages and metrics compared to FY23
Statistics include Devico
Average Revenue Per Unit (ARPU), BLAST HOLE STABILIZER (BHS™), IMDEX Mining
Technologies (IMT)
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ESG Highlights
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We consider ESG through two distinct lenses:
(1) Inside our business and the practices that we can control to ensure we
are setting the right targets and continuously improving for our people
and our planet; and (2) Outside IMDEX and how we can leverage our
research and development capabilities to enhance the sustainability of
our customers' operations and the communities in which they operate.
We set our annual sustainability targets within five focus areas: people,
innovation, the environment, society and governance. Further information
will be provided in our FY24 Sustainability Report, which will be released
on 14 October 2024.
In accordance with the requirements of the Workplace Gender Equality
Act 2012, IMDEX Limited lodged its annual public report with the
Workplace Gender Equality Agency on Wednesday, 26 June 2024.
People
Innovation
•
Sustained a high safety engagement
and performance with a growing
field-based workforce1
•
First IMDEX DE&I survey highlights
respect, wellbeing and a culture of
care within IMDEX
•
Scoped ESG Awareness Training
module
•
Boosted Gallup Employee
Engagement by +0.07 to 3.88 points
•
Reduced weight and length of
OMNIx™ running gear by 21%
and 53% respectively
•
Underground survey deployment
solution to reduce working from
heights
Environment
Governance
•
Achieved 95% recyclable packaging
for drilling optimisation products
•
Achieved 95% reusable packaging
for rock knowledge sensors
•
Welcomed Tracey Horton AO as non-executive Director and Paul House as
Managing Director
•
Sustainability Board Committee established
•
Expanded modern slavery training to broader stakeholder group
•
Updated third party due diligence system implemented
Society
•
Established Community
Engagement Policy
•
Launched Global Volunteering
Program
•
Better Together diversity and
inclusion workshops attended
by >400 employees
LTIFR of 1.27 and TRIFR of 3.80
ESG – Environmental, Social and Governance
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IMDEX Annual Report 2024
Chairman’s Address
Dear fellow shareholders,
On behalf of the IMDEX Board of Directors, I am delighted to present the Company’s
Annual Report for the 2024 fiscal year (FY24).
The highlight of FY24 has been IMDEX’s ability to deliver strong performance in a
declining market while successfully integrating Devico, a sizeable and transformative
acquisition. Thanks to the dedication of the IMDEX and Devico teams, the integration
proceeded smoothly, and this is clearly reflected in our results.
Financial Performance
IMDEX achieved record revenue of $445.3m, an 8% increase over FY23. Normalised
EBITDA reached $130.7m, a 7% uplift from the previous year. Other notable highlights
include our robust cash flow and disciplined capital deployment.
Safety & Wellbeing
The Board and Executive are focused on maintaining a safety culture globally.
Unfortunately, three incidents occurred in the latter part of the year, impacting the
Company’s safety performance. IMDEX’s Lost Time Injury Frequency Rate was 1.27, and
its Total Recordable Injury Frequency Rate was 3.80, up from 0.77 and 0.42, respectively,
in FY23.
It is important to note that IMDEX's safety performance continues to rank at the
forefront of its industry. The Board and Executive remain focused on ensuring all
employees remain safe and continue to invest in our safety culture.
Strategy Execution
IMDEX’s ability to deliver on its growth strategy while prioritising the integration
of Devico was exemplary. Within the Company’s core business, IMDEX successfully
released new and next-generation technologies and advanced its integrated offerings,
including Devico’s sensors and directional drilling services. It was also gratifying to see
real momentum and progress within our new growth businesses, Digital and IMDEX
Mining Technologies.
Our strategic investments in Krux Analytics and Datarock are progressing well and
complement our ‘best-in-breed’ technologies. Similarly, commercial trials with IMDEX’s
suite of products within IMT are progressing well and remain an exciting opportunity for
meaningful future returns that are less subject to cyclical themes.
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Devico DeviAligner™
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During FY24, we established a Sustainability Board Committee which is gaining
momentum and reflects our commitment to sustainable practices and enhancing
ESG-related disclosures. Notable achievements include commercialising next-
generation products to enhance safety, achieving 95% recyclable and reusable
packaging, expanding modern slavery training, and establishing IMDEX’s Community
Engagement Policy and Global Volunteering Program. It is pleasing to note that this
program is garnering great interest across IMDEX.
IMDEX’s disciplined approach to capital management remains steadfast and a key
focus. Key elements include maintaining a strong balance sheet, investing in growth
initiatives to drive innovation, and sustaining a 30% NPAT dividend payout ratio for
shareholders.
During FY24, IMDEX continued accelerated term debt amortisation and increased its
investment in growth initiatives. The Board was pleased to pay an interim fully franked
dividend of 1.5 cents per share and declare a fully franked final dividend of 1.3 cents
per share.
As Chair, I am pleased with the evolution of the Board and Executive Leadership
Committee. Each member continues to display a high level of professionalism and
commitment. It is indeed a pleasure working alongside you all.
In November 2023, we welcomed Tracey Horton as a Non-Executive Director. Tracey’s
extensive Board experience, exposure to emerging technologies, and strong finance
and governance capabilities complement our Board's existing diversity and strengths.
Sustainability
Disciplined Capital Management
A Talented Collaborative Team
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IMDEX Annual Report 2024
During FY25, Tracey will
assume the Chair of the
Audit, Risk, and Compliance
Committee, while Sally-Anne
Layman will assume the
Chair of our Remuneration
and Sustainability Board
Committees.
In March, Paul Evans
announced his retirement,
effective late calendar
2024. The Board sincerely
thanks Paul for his 18
years of service, guiding
IMDEX through various
market conditions to
become the leading global
mining-tech company
it is today. Following an
extensive search, Linda
Lim, IMDEX’s current Global
Head of Finance, will be
appointed CFO effective
1 January 2025. Linda's
strong credentials and
Paul's guidance will ensure a
smooth transition.
IMDEX’s ability
to deliver on its
growth strategy
while prioritising the
integration of Devico
was exemplary.
Anthony Wooles
IMDEX Chairman
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IMDEX Annual Report 2024
For the balance of FY25,
the Board and Executive
Leadership team will be
acutely focused on the
safety and well-being of our
employees and disciplined
performance delivery. IMDEX
is in its strongest position to
drive sustained growth, and
we look forward to another
successful year.
Thank you for your
continued support.
Looking to FY25
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Mr Paul House
Ms Sally-Anne Layman
Ms Trace Arlaud
Mr Uwa Airhiavbere
Ms Tracey Horton AO
Managing Director and CEO
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Appointed CEO in July 2020 and
Managing Director in March 2024
Expertise:
Management, operations, strategy
and governance
Appointed February 2017
Expertise:
Exploration, mining and finance
Appointed February 2021
Expertise:
Mining engineering, geology and
geophysics
Appointed December 2022
Expertise:
Digital transformation, Digital 4.0
and the resources sector
Appointed November 2023
Expertise:
Corporate strategy, economics,
finance and accounting
IMDEX Annual Report 2024
Board of Directors
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Mr Anthony Wooles
Non-Executive Chairman
Appointed July 2016
Expertise:
Financial and capital markets and
strategic marketing
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IMDEX Annual Report 2024
During FY24, Ivan Gustavino retired from
the Board following our Annual General
Meeting on 19 October 2023.
Mr Gustavino was appointed to IMDEX’s
Board as a Non-Executive Director on 3
July 2015. Over his 8 years of service, he
has provided valuable guidance and advice
to the Company.
On 13 November 2023, we were pleased
to announce the appointment of Tracey
Horton AO, as a Non-Executive Director of
IMDEX’s Board.
Ms Horton has critical skills in corporate
strategy, change management,
economics, finance and accounting. She
also has broad international experience
having lived and worked in Australia, the
USA, Canada, and the UK. Now based in
Perth, Ms Horton will support IMDEX’s
continued growth as a global mining-tech
company.
Ms Horton has extensive Board
experience within diverse industries for
public and private companies, together
with government and not-for-profit
organisations.
In March 2024, we were pleased to
announce the appointment of IMDEX
CEO, Mr Paul House, to the Board as
Managing Director. This appointment
recognises Mr House's achievements and
vision for the future of IMDEX.
Our Board has extensive
professional expertise,
business experience and
knowledge of the mineral
exploration, mining, and
technology industries.
It also has considerable
experience within capital
and financial markets and
digital transformation.
Members of the Board are
well respected in these
arenas and play an active
role in our Company’s
strategic planning.
Ms Horton’s most recent executive role
was Winthrop Professor and Dean of the
University of Western Australia Business
School. As a faculty Dean, she led the
Business School comprising circa 5000
students and 500 staff.
Other select career highlights include:
Key Priorities for the Board during
FY24 included:
During FY25, the Board will focus on:
•
Advising senior executives and Board
members of major clients including
Alinta, Iluka Resources and Woodside
as one of nine Australian Directors
of Poynton and Partners and GEM
Consulting.
•
Leading multiple large teams to
solve business challenges for clients
including Nike, The Gap, Microsoft,
Pacific Gas & Electric and Baxter
Healthcare at Bain & Company, Inc.
•
Conducting analysis and research of
business conditions including business
finance and international trade and
finance as an economist with the
Reserve Bank of Australia.
•
IMDEX’s safety culture and building
on the quality engagement as first
measured in FY23
•
Disciplined integration of Devico to
realise sustainable growth from FY25
•
Maintaining an efficient business
model for IMDEX’s next level of growth
•
Capital management
•
Monitoring global market conditions
•
Protecting our people
•
Building our capability to support core
and new growth businesses
•
Ensuring disciplined performance
delivery from the integrated IMDEX
and Devico businesses
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IMDEX Annual Report 2024
Review of Operations
Managing Director and Chief Executive Officer
Dear Shareholders,
The past 12 months have been remarkable for IMDEX. Our record performance,
coupled with the seamless integration of Devico into our global operations, has yielded
significant revenue and cost synergies ahead of schedule. Throughout this period, our
strategy remained on course, with the next generation of our core technologies coming
to market and our growth business investments progressing as planned.
To execute such a significant body of work while navigating both the substantial decline
in exploration activity, and a high inflationary cost environment, has been a challenge.
It is a testament to the high calibre and culture of the IMDEX team we have around the
world, and the quality of the business model. It is one thing to claim that we can build a
business to weather the cyclical impacts of our industry, yet quite another to deliver it.
The FY24 year has been a thorough test of that claim, and our results are a validation of
the hard work done to make that a reality.
I am delighted to share with you here, in this, your annual report, how we continued to
build on the strategic foundations laid in previous years.
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IMDEX Annual Report 2024
Subdued exploration activity was evident throughout FY24, particularly in the
second half. Regions most impacted were Canada and Western Australia. Despite
these conditions, the strength of our core business enabled us to outperform
market conditions, winning significant market share in many regions. This success is
a testament to our technology leadership and the global network we can service.
Our five-year revenue CAGR of 12.8%, compared to the benchmark S&P exploration
expenditure for nonferrous metals with a CAGR of 5.6%, demonstrates our
continued ability to outperform the market.
Our normalised EBITDA of $130.7m,
with an EBITDA margin of 29.4%,
which is in line with FY23 at 29.8%.
Achieving this margin in an inflationary
environment and declining market
activity is particularly pleasing and
reflects disciplined cost management,
synergies from the Devico acquisition,
and expanded gross margins in both
sensors and fluids.
On a constant currency basis, revenue
and earnings grew by 7% and 3%,
respectively.
Most notably, we utilised a $120m
debt facility to finance our acquisition
of Devico. We made significant strides
in accelerating the pay down of this
four-year facility, thanks to the
strong operating performance of the
combined businesses and disciplined
working capital management. By the
end of FY24, 38% of the total debt
had been paid down.
Our capital management policy
remains unchanged. Alongside
accelerated debt repayment, we
maintain a normalised NPAT dividend
payout ratio of 30% and continue
to invest approximately 8% of our
revenue in R&D. This investment
throughout exploration cycles is
crucial for future revenue growth and
our continued outperformance in FY24
validates this strategy.
FY24 Financial Highlights
This achievement is even more significant given the global
downturn in exploration expenditure, with activity contracting by
24%. Against this challenging backdrop, our revenue growth of 8%,
bolstered by a $69.6m contribution from Devico, is extraordinary.
Our Group revenue of $445.3m was another record
for our Company.
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IMDEX Annual Report 2024
Our core business growth strategy focuses on technology leadership and integrated
solutions for our customers, now including Devico sensors and directional drilling.
In our emerging Digital and IMDEX Mining Technology (IMT) business units, we
leverage our core competencies around sensors to develop applications for the
mining production market. We enhance these capabilities with geoscience analytics,
AI, and computer visualisation.
Within our core business, the expansion of our survey technology stack has led to
an increase in DeviGyros within our network – a combination of market share gains,
and survey technology stack upgrades. In addition, our new OMNIx™ gyros are the
fastest growing sensor in our fleet, a testament to the sensor’s new and improved
running gear making the user experience safer and faster. In the second half of this
year, we released our next generation IMDEX HUB-IQ™ connected core orientation
sensor, the ACTx™. These advancements contributed to a 7% increase in our sensor
Average Revenue Per Unit (ARPU) in FY24.
Our integrated solution strategy continues to gain momentum, supported by the
inclusion of Devico directional drilling technology. We have successfully expanded
into the USA, Africa, and Australia by leveraging the IMDEX sales network. Currently,
48% of our top 250 customers utilise more than three of our products, up from 46%
in FY23.
Strategic Highlights
Technology Leadership
Integrated IMDEX Offerings
Within our Digital Business, highlights include:
•
Approximately 28% of our Sensor & SaaS revenue is IMDEX
HUB-IQ™ connected.
•
A 10% increase in IMDEX HUB-IQ™ connected customers.
•
The successful integration of our Devico sensor fleet with
IMDEX HUB-IQ™.
Digital Business
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IMDEX Annual Report 2024
Our strategic investments in Datarock and Krux are yielding promising results.
Datarock reported a twofold increase in SaaS activity and was recognised as the
InvestMETS Start-Up of the Year. This is a great accolade for its team. Similarly, Krux
experienced a twofold increase in SaaS activity, securing global contracts with major
resource and drilling companies.
IMDEX Mining Technologies Business
Our IMT Business’ organic expansion into the adjacent mining production space
continues to gather momentum with additional installed BHS sites, increased
penetration into the underground survey market and ongoing progress with BLAST
DOG™ commercial trials. Importantly, we have a robust pipeline of new trials for IMT
technologies planned for FY25.
Regardless of market conditions, IMDEX's strategy, product suite, and addressable
market position us to continue outperforming. The results from Devico, Krux,
Datarock, and the rapid uptake of new R&D solutions validate this strategy.
I am immensely proud of our global teams for successfully integrating Devico into
our operations while delivering on our core growth strategy and responding to
challenging market conditions. The operational integration of Devico was completed
ahead of schedule in 1H24, unlocking greater savings than anticipated.
IMDEX BLASTDOG™
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IMDEX Annual Report 2024
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IMDEX Annual Report 2024
Sustainability Highlights
Industry Outlook
IMDEX has operated an ESG working group within the executive leadership team for
the past four years. In FY24, we formalised Sustainability as a sub-committee reporting
directly to the Board, recognising its increasing importance to our people, shareholders
and customers. Our sustainability strategy is centred around five key working groups:
People, Innovation, the Environment, Society, and Governance.
The supply shortfall for copper and gold, representing about 75% of all
exploration activity, is well-documented, with shortfalls projected into the next
decade. Long-term demand for cobalt, nickel, and lithium remains strong, driven
by decarbonisation goals. This gap should lead to increased commodity prices,
driving exploration budgets and capital raising.
We anticipate a resumption of drilling activity, marked by increased rig utilisation
and exploration expenditure. Enhancing productivity in the exploration business
will be key, and IMDEX is well-positioned to lead in this area. As new projects
become more complex, the value of IMDEX solutions to clients increases.
Further details on our Sustainability approach and FY25 targets will be released in
our FY24 Sustainability Report on 14 October 2024.
People: We maintained strong safety
engagement and performance, even as our
field-based workforce continued to grow. We
successfully piloted our first Diversity,
Equity, and Inclusion (DEI) measures,
respect, wellbeing and a culture of care at
IMDEX.
Additionally, we scoped an ESG Awareness
Training module for employees and improved
our Gallup Employee Engagement score by
0.07 points, bringing it to 3.88.
Innovation: We enhanced the user experience
for our core products, making OMNIx™
running gear lighter and developing an
underground survey deployment system for
BOLT™ to reduce safety risks.
Environment: We increased the percentage
of recyclable and reusable packaging for
all our products. Over 95% of our Drilling
Optimisation Product packaging is recyclable,
and over 95% of our Rock Knowledge Sensors
packaging is reusable.
Society: We established a Community
Engagement Policy, launched our Global
Volunteering Program with strong workforce
participation, and conducted 'Better
Together' diversity and inclusion workshops,
attended by over 400 employees.
Governance: We welcomed Tracey Horton as
a new non-executive director and expanded
our modern slavery training program. We
also revised and updated our third-party due
diligence system across all global operations.
IMDEX seeks to outperform underlying market activity but remains exposed to
industry cycles. We focus on four key indicators guiding our industry outlook:
The supply shortfall for key commodities.
Commodity prices.
Exploration budgets for producers and capital-raising activity for juniors.
Actual exploration spend, including rig utilisation, project permitting, and
drill hole activity.
1.
2.
3.
4.
28
IMDEX Annual Report 2024
The culture that our people around the world bring to the workplace is a highlight of
our business. Our ability to attract world-class talent to support our growth, both now
and in the future, is strong. I extend my thanks to our executive leadership team and all
our people globally. It has been a challenging and rewarding year. Above all else, it is my
privilege to work with you.
This year, I would like to make a point of expressing my gratitude to Paul Evans, who
will step down from his role as CFO at the end of calendar 2024. During my time
with the Company, Paul has been a steadfast and trustworthy support. Paul’s many
achievements and contributions to the growth of IMDEX as a leading global mining-
tech company over the past 18 years should be acknowledged. The opportunities we
have ahead of us are only possible because of the hard work that has come from the
teams that came before us, and Paul has been a figurehead in that journey for nearly 2
decades. I would ask that you join me both in recognising Paul and wishing him well in
a life post-IMDEX.
During FY25, we will remain acutely focused on four key areas.
Protecting and developing our people and building capability to support our core
and new growth businesses.
Investing in Digital 2.5 to scale efficiently and securely, while optimising our cost
base for our fluids and digital business.
Expanding our integrated solutions and directional drilling within our core
business.
Continuing to invest in our Digital and IMT businesses for greater recurring and
less cyclical revenues over the longer term.
1.
2.
3.
4.
As announced on 23 July,
our Global Head of Finance,
Linda Lim, will transition to
CFO. Following a thorough
selection process, Linda stood
out against a field of quality
candidates. Her commitment
and dedication to IMDEX has
already been evident during
her time with us, and Linda’s
appointment as CFO is a
My Thanks to a Talented Team
Key Focus Areas for FY25
Looking ahead,
enhancing
productivity in
exploration will be a
key driver of activity.
29
IMDEX Annual Report 2024
Our ability to attract
world-class talent to
support our growth has
never been stronger.
I extend my sincere
thanks to our executive
leadership team and all
our people globally.
Paul House
IMDEX Managing Director and
Chief Executive Officer
29
IMDEX Annual Report 2024
natural progression for a highly
talented individual who will
provide great benefits to her
team, fellow executives, and
shareholders. Importantly,
Paul and Linda will work closely
together to ensure a seamless
transition for our shareholders.
Finally, I would like to thank
our Board members for their
commitment and guidance. I
would particularly like to thank
Ivan Gustavino, who made the
decision not to seek re-election
to our Board of Directors at
our FY23 AGM on 19 October
2024. Over Ivan’s eight years of
service, he provided valuable
guidance and advice to our
company.
In November 2023, we were
pleased to welcome Tracey
Horton as our newest non-
executive director of the board.
Tracey’s CV is remarkable, and
she brings extensive experience
from which we are benefiting.
In late March 2024, I was
pleased to be appointed
Managing Director. It is a
privilege to be part of IMDEX’s
Board and global team, working
with excellent directors
and fellow executives as we
continue to deliver on our global
growth plans.
As Managing Director, I look
forward with great enthusiasm
to delivering on our growth
strategy by continuing to build
a global business that rewards
our shareholders, customers,
and employees.
30
IMDEX Annual Report 2024
Executive
Leadership Committee
Time with IMDEX
Joined as Chief Executive of
REFLEX in 2017. Transitioned
to Chief Operating Officer in
2019 and commenced as Chief
Executive Officer in 2020.
Experience
>30 years within the resources
and technologies sectors. Lived
and worked in a wide range of
international markets including
the USA, Australia, Africa, India,
the Middle East, and Southeast
Asia. 14 years with SGS, the
world’s leading inspection and
testing firm, with a dominant
presence in the resources
geochemistry assay and
metallurgy sectors.
Expertise
Management, strategy,
operations, corporate finance
and governance.
Professional Qualifications
Bachelor of Commerce from the
University of Western Australia.
Memberships and Associations
Fellow of the Australian Institute
of Management and Graduate
Member of Australian Institute of
Company Directors.
Time with IMDEX
Commenced as Chief Financial
Officer and Company Secretary
in 2006.
Experience
>35 years within the mining
services, media, manufacturing,
and telecommunications sectors.
Expertise
Finance, governance and
management.
Professional Qualifications
Chartered Accountant Australia
and New Zealand.
Memberships and Associations
Fellow of Chartered Accountants
Australia and New Zealand and
Graduate Member of Australian
Institute of Company Directors.
Time with IMDEX
Joined IMDEX in 2018 as Vice
President Asia Pacific and
Global Supply Chain Manager,
transitioned to Chief Operating
Officer in 2020.
Experience
>25 years with Gearhart United –
a subsidiary of SGS and a leading
designer and manufacturer of
oilfield equipment in Australia.
Expertise
General management and all
aspects of supply chain including
manufacturing, service, fleet
management and logistics. The
drilling industry and equipment.
Professional Qualifications
Leading Organisational
Impact - Melbourne Business
School Executive Program.
Mr Paul House
Mr Paul Evans
Mr Shaun Southwell
Managing Director and
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
31
IMDEX Annual Report 2024
Time with IMDEX
Joined IMDEX in 2021 as Global
Commercial Manager.
Experience
>16 years’ experience within the
resources and advisory sectors
with Asia Pacific the Middle
East, Europe and the Americas.
6 years’ experience with
Weatherford International as
Global Commercial Director.
Expertise
Commercial strategy,
marketing, M&A and corporate
transformations.
Professional Qualifications
Bachelor of Science in
Management and Finance from
Technological University Dublin.
Time with IMDEX
Joined following IMDEX’s
acquisition of ioGlobal in 2012.
Appointed to General Manager
of IMDEX Product Development
in 2019. Transitioned to Chief
Product and Marketing Officer in
2020.
Experience
>25 years in the mining industry.
>10 years as a geoscientist in
technical and management roles
for tier one mining companies.
>15 years focusing on mining
technology development.
Expertise
Innovation and product
development within the mining
industry.
Professional Qualifications
PhD in Geochemistry from
Monash University.
Memberships and Associations
Member of Austmine Board.
Member of the Insead Alumni
Association. Member of Datarock
Pty Ltd and Krux Analytics Board.
Time with IMDEX
Joined as Chief Geoscientist
following IMDEX’s acquisition
of ioGlobal in 2012. Appointed
Chief Geoscientist and Chief
Technologist - Mining Solutions
in 2015.
Experience
Global positions in exploration
geochemistry and R&D with
Pasminco and Anglo American
before cofounding ioGlobal in
2004.
Expertise
Geochemistry, geometallurgy,
innovation, analytics and cloud-
based data management and
analysis.
Professional Qualifications
PhD in Geosciences and Analytics
from the University of New
England.
Memberships and Associations
Member of AusIMM, member
of Advisory Board UWA Data
Institute and member of Centre
for Exploration Targeting
(CETUWA) Technical Working
Group.
Mr Shane Plant
Dr Michelle Carey
Dr Dave Lawie
Chief Commercial Officer
Chief of Strategy
Chief Geoscientist
32
IMDEX Annual Report 2024
Time with IMDEX
Joined in 2022 as Chief
Technology Officer.
Experience
>30 years in oil and gas
formation evaluation, drilling tool
development and operations
with companies including Teleco
Oilfield Services, Baker Hughes
and APS Technology.
Expertise
Engineering, R&D, business
development and field operations
globally.
Professional Qualifications
Bachelor of Science in Petroleum
Engineering from Penn State
and Master of Science in
Environmental Management from
University of Houston – Clear
Lake.
Time with IMDEX
Joined as Human Resources
Manager Asia Pacific in 2017.
Transitioned to Global Head of
Human Resources then Executive
General Manager of Human
Resources.
Experience
>18 years as a human resources
generalist. Broad industry
experience including resources,
banking, hospitality and not-for-
profit sectors for national and
global organisations.
Expertise
Strategy, talent acquisition,
industrial relations and
organisational development.
Professional Qualifications
Bachelor of Business, Human
Resources Management &
Management, Edith Cowan
University.
Memberships and Associations
Graduate Member of Australian
Institute of Company Directors
and Graduate Member of Chief
Executive Women (CEW)
Leaders Program.
Time with IMDEX
Joined in 2021 as General Counsel
and Company Secretary.
Experience
International experience gained
across a wide range of markets,
including North America, Asia
Pacific, Middle East, Japan, and
Europe. Worked for tier one
mining company and one of
world’s largest oilfield services
companies.
Expertise
Corporate and commercial
law. Corporate governance and
dispute resolution. Building
collaborative partnerships within
the resources sector.
Professional Qualifications
Admitted as a barrister and
solicitor in the Supreme Court
of New South Wales; admitted
as a Solicitor in England &
Wales. Master of Business
Administration from Curtin
University, Bachelor of Laws from
Murdoch University, Bachelor
of Science (Geology) from
University of Western Australia.
Memberships and Associations
AMPLA (Australian Mining and
Petroleum Lawyers Association)
and ACC Australia (Association
of Corporate Counsel).
Mr John Hickey
Kiah Grafton
Michael Tomasz
Chief Technology Officer
Chief of People
Chief Legal Officer
33
IMDEX Annual Report 2024
Time with IMDEX
Joined in 2023 as Chief
Information Officer.
Experience
International technology
experience with Chevron across
the resources value chain,
from upstream through to
downstream, and with Microsoft.
Expertise
Technology strategy and
execution including data science,
software development, and cyber
security. A track record in the
delivery of large-scale program
and portfolios comprising
enterprise systems, information
management, and infrastructure.
Initiation and orchestration
of complex, transformational
enterprise initiatives.
Professional Qualifications
Bachelor of Commerce and
Bachelor of Arts from the
University of Auckland.
Memberships and Associations
Graduate Member of Australian
Institute of Company Directors
Memberships and Associations
Graduate Member of Australian
Institute of Company Directors
Wayne Panther
Chief Information Officer
I am pleased with
the evolution of the
Board and Executive
Leadership Committee.
Each member continues
to display a high level
of participation and
professionalism.
33
IMDEX Annual Report 2024
Anthony Wooles
Chairman
34
IMDEX Annual Report 2024
Key Metrics
FINANCIAL PERFORMANCE
$m (unless indicated otherwise)
FY24
FY23
VAR%
Revenue
445.3
411.4
8%
EBITDA
112.9
100.5
12%
EBITDA Normalised1
130.7
122.6
7%
EBITDA Margin % Normalised1
29.4%
29.8%
(0.4%)
NPAT
32.4
35.0
(7%)
NPATA2 Normalised1
55.6
56.8
(2%)
EPSA Normalised1 (cents)
9.2
12.0
(23%)
EPSA2 Normalised1 (cents)
10.9
12.9
(16%)
Pre-Tax Operating Cash Flow
126.5
105.0
20%
Pre-Tax Operating Cash Flow Per Share (cents)
24.8
23.9
4%
Net Assets (at 30 June)
571.3
556.2
3%
Net (Debt)3 (at 30 June)
(35.0)
(64.9)
(46%)
Full Year Fully Franked Dividend (cents)
2.8
3.6
(22%)
Full Time Employees (at 30 June)
816
851
(4%)
Normalised to exclude significant items including Devico integration and organisational redesign costs ($10.4m) plus
MAGHAMMER impairment ($7.4m)
Excludes after tax impact of intangible asset amortisation charge from acquisitions, tax effected at 30%
Cashless external borrowings (excluding lease liabilities)
1
2
3
Strong underlying financial performance benefiting from Devico revenue synergies
2H24 impacted by continued weakness in global exploration activity, partly offset by
market share gains
Organisational design, including Devico integration, completed in 1H24. Strategic
decision to reinvest savings into business, positioning IMDEX strongly for market upturn
Consistently high cash conversion and accelerated reduction in net debt since
Devico completion
Disciplined approach to capital management
35
IMDEX Annual Report 2024
35
IMDEX Annual Report 2024
Revenue Growth
Stonger business model enables outperformance
S&P Global Market Intelligence March 2024
S&P Global Market Intelligence by reported drill holes
S&P CY 5-year Exploration Spend CAGR 5.6% v IMDEX FY24 5-year Revenue CAGR 12.8%
1
2
3
Strong performance against declining global exploration activity
Global exploration budgets down
~5% for CY241
Global exploration drilling declined
~24% on pcp2 – impacted by high-cost operating environment
Sensors & SaaS
Revenue 64% up
from 60% in FY23
FY24 Revenue
v FY23 up
12.8%
8%
5-Year FY
Revenue CAGR3
IMDEX
Devico
$m
FY20
237.7
FY21
264.4
FY22
341.8
FY23
390.8
20.6
411.4
445.3
FY24
375.7
69.6
36
IMDEX Annual Report 2024
Revenue by region
Unrivalled global footprint with diversified revenue streams
% of FY24 Group Revenue
Americas
48%
EA
26%
APAC
26%
EA
25%
APAC
29%
Americas
46%
% of FY23 Group Revenue
Devico Revenue
Performance
Synergies ahead of expectations despite
softer market conditions
A 15% increase over pcp in Directional Drilling revenue, including expansion in
USA, Africa, and Australia
A 12% increase pcp in sensor revenue including the benefits of cross-selling
within the IMDEX network
Completed the transition from Devico sensor sales to IMDEX’s recurring
rental model
IMDEX Annual Report 2024
37
IMDEX Annual Report 2024
IMDEX
Devico
Americas
FY23 – FY24
Consolidated
Asia Pacific
Europe/Africa
IMDEX Group
14%
-1%
-4%
2%
9%
9%
12%
-11%
13%
-2%
11%
8%
Revenue v PCP up
14%
Revenue for comparable period (4 months actuals of $20.6m plus 8/12 of CY22) was $61.3m
1
IMDEX Annual Report 2024
Devico Directional Drilling
Devico Sensors (rental and sales)
$m
FY231
FY24
29.8
33.5
31.5
36.1
61.3
69.6
38
IMDEX Annual Report 2024
EBITDA
Strong cost management with baseline EBITDA margin maintained
Ongoing investment in R&D of ~8% of FY24 revenue with the majority expensed
Ongoing investment in core business growth – integrated solutions and directional drilling
Increased investment in new business growth – Digital and IMT
High quality business model demonstrating
resilient earnings
20.1%
7%
5-year EBITDA CAGR
FY24 EBITDA1 v FY23 up
Normalised to exclude significant items including Devico integration and organisational redesign costs ($10.4m)
plus MAGHAMMER impairment ($7.4m)
1
22.9%
54.4
$m
FY20
28.6%
75.5
FY21
30.7%
104.9
FY22
29.8%
122.6
FY23
29.4%
FY24
EBIDTA%
130.7
39
IMDEX Annual Report 2024
Disciplined R&D
Capital Allocation
Total R&D spend ($m)1
Expensed v capitalised R&D ($M)
IMDEX is a growth business committed to R&D in all market conditions
All R&D spend is expensed except spend associated with software development which
is capitalised
Investment in Horizion 1 increased during FY22-FY24 reflecting the investment in the
next generation of our core product portfolio
($m)
FY24
FY23
R&D Expensed
34.4
30.7
R&D Capitalised (software)
2.5
5.1
Total
36.9
35.8
Horizon 1 – Next generation core technologies impacting revenues in 1–2 years
Horizon 2 – New core technologies impacting revenues in 2–3 years
Horizon 3 – Transformative technologies impacting revenues in 3–5 years
Expensed R&D and capitalised software development costs as a % of revenue
Following the organisational redesign, total R&D spend now includes product management. Prior years have been
restated for comparative purposes.
1
FY21
$21.0m
8.0%
FY22
$33.0m
9.7%
FY23
$35.8m
8.7%
FY24
$36.9m
8.3%
Devico DeviAligner™
40
IMDEX Annual Report 2024
Disciplined Capital
Management
Strong cash generation accelerating debt repayment
Other includes Devico integration costs, interest and non-cash items including provisions, share of associates
and FX movements
Principally next generation sensors
Other investing includes software capitalisation ($2.5m) with balance comprising investment in 51.9% owned
Datarock and 41% owned Krux
Other financing includes lease payments ($10.0m) and interest ($7.8m)
1
2
3
4
41
IMDEX Annual Report 2024
96% reported EBITDA to operating cashflow conversion (112% pre-tax)
Strong working capital discipline
Net Working Capital (NWC) investment in line with historical trend
$m
58.1
(6.6)
130.7
(18.4)
(18.5)
(43.2)
(7.7)
(17.8)
3.5
3.7
(29.3)
47.1
Investment
Activities
Operating
Activities
Financing
Activities
FX
(35.9)
108.0
(79.4)
(3.7)
Normalised
EBITDA
Other1
Dividends
FX
Opening
Cash
NWC
Other
Investing3
Other
Financing4
Tax
PPE
Additions2
Borrowings
Closing
Cash
42
IMDEX Annual Report 2024
42
IMDEX Annual Report 2024
Strong Balance Sheet
Ability to reinvest in business and growth
Strong free cashflow generation has
enabled accelerated debt repayment
Net leverage ratio of 0.3x1
Interest coverage ratio of 6x1
Devico purchase price accounting
finalised
MAGHAMMER IP full impairment (non-
cash) consistent with cessation of sale
process in 1H24
ROE reflects ongoing investment in
long-term sustainable growth for
shareholders
Normalised to exclude significant items including Devico integration and organisational redesign
costs ($10.4m) plus MAGHAMMER impairment ($7.4m) previously an asset held for sale
1
$m (unless indicated otherwise)
30 June 2024
30 June 2024
Cash
47.1
58.1
Receivables
90.6
90.1
Inventory
63.0
67.5
Fixed assets
94.2
90.3
Intangibles
414.5
426.8
Investment in associates
11.3
13.9
Assets held for sale1
–
7.4
Other Assets
65.5
57.0
Total Assets
786.2
811.1
Payables
43.9
46.8
Borrowings
82.1
123.0
Other liabilities / deferred tax
88.9
85.1
Total Liabilities
214.9
254.9
Total Equity
571.3
556.2
ROE Normalised1 (%)
8.4%
12.4%
ROCE Normalised1 (%)
11.3%
11.4%
43
IMDEX Annual Report 2024
IMDEX Annual Report 2024
Devico DeviGyroOX™
43
44
IMDEX Annual Report 2024
FY24 Operating
Environment and
Outlook
OPERATING ENVIRONMENT AND OUTLOOK
While FY24 saw a
significant decline in
exploration activity,
the long-term industry
fundamentals remain
compelling and are
signalling increased
activity.
The supply shortfall for
gold and copper, which
represents ~75% of
global exploration
activity, is predicted
to result in substantial
supply shortfalls in the
medium to longer
term. Similarly,
demand for other
battery metals is
expected to intensify
in the medium term
due to increasing
decarbonisation
targets.
This supply shortfall has resulted in higher commodity prices, particularly gold. In
turn, we expect increased exploration budgets for producers and capital
raisings for juniors. Historically, there is a six-to-nine-month interval between
funds being raised and subsequently deployed on-site.
As these funds are allocated, we anticipate an uplift in rig activity, new projects
being permitted, and a rise in overall exploration expenditure globally.
We expect activity in FY25 will remain relatively flat as customers in some
jurisdictions complete cost out programs and reset for the industry upturn. We
have a unique competitive position, however, to address increasing demand for
productivity and greater orebody knowledge.
We maintain our clear objective of outperforming industry growth through
technology leadership, together with solutions and managed services, while
pursuing new growth via our Digital and IMT businesses.
45
IMDEX Annual Report 2024
GROWTH STRATEGY AND FY25 FOCUS AREAS
FY25 Focus Areas
Safety culture
Employee engagement
Capability development
Diversity, Equity & Inclusion
Devico revenue synergies including
directional drilling
Integrated solutions
Disciplined product development
Systems that enable IMDEX to scale
efficiently, securely, and sustainably
Build on the success of the Global
Digital Revenue system through
extension to our fluids business
Enhancing systems for ESG related
data capture and assurance
Scaling software
Collaboration with Krux and Datarock
Additional installed sites and units
within IMT portfolio
Continuing to execute on strategic initiatives
Protecting and developing
our people
Investing in our core
business growth
Investing in digital 2.5
Investing in our digital and
IMT business growth
46
IMDEX Annual Report 2024
Growth
Strategy
Our growth strategy for our
core business is focused on
technology leadership and
delivering value through
integrated solutions. For our new
digital and IMT businesses, we
are building geoscience analytics,
AI and computer visualisation
capabilities to enhance orebody
knowledge for customers, while
leveraging its core capabilities in
the mining production market.
Increasing the combination
of our digital products and
end-to-end solutions provides
unparalleled orebody knowledge
insights. Together, these
strategic initiatives aim to
increase SaaS revenue and
provide greater exposure to less
cyclical sectors of the mining
value chain.
46
IMDEX Annual Report 2024
47
IMDEX Annual Report 2024
Increasing
percentage of
revenue from Digital
Business Unit
Increasing
percentage of
revenue from IMDEX
Mining Technologies
Business Unit
Potential M&A and
further industry
collaboration
Supply demand
fundamentals
Strengthening
commodity prices
Increasing
exploration
budgets and
capital raisings
Increased
drilling activity
supported by:
IMDEX
Growth Upside
Market
Growth Upside
Growth
Opportunities FY26+
Strategy
Key indicators and growth drivers
Growth of core and new business units
Margin Expansion
Driven by IMDEX
Integrated solutions
IMDEX’s expanded
sensor stack
Expansion of
directional drilling
globally
IMDEX’s expanded
presence in Europe,
the US and Africa
Growth of core
business
Maintaining
technology
leadership and
increasing ARPU
Increasing
percentage of
revenue from higher
margin Sensors &
Software
Cost synergies
achieved from
Digital 2.5
Market
Share Gains
Building on geoscience analytics, AI and
computer visualisation capabilities to enhance
orebody knowledge for customers
Building additional SaaS revenue for IMDEX
Leveraging capabilities in larger adjacent
market, where it is the same orebody and client
Building additional mining production revenue,
which is less subject to cyclical impacts
Digital Business
IMT Business
Core Business Growth
New Business Growth
Targeted R&D to maintain market leadership
and win market share
Technology Leadership
Solution Selling
Focusing on optimised solutions rather than
single products to maximise customer value and
IMDEX sustainable revenue
ACQUIRE, BUILD AND COLLABORATE
48
IMDEX Annual Report 2024
Directors'
Report
49
IMDEX Annual Report 2024
49
IMDEX Annual Report 2024
50
IMDEX Annual Report 2024
The Directors of IMDEX Limited (“IMDEX” or “the Company”) present their report
together with the annual Financial Report of the Company and its Subsidiaries (“the
Group”) for the financial year ended 30 June 2024.
In order to comply with the provisions of the Corporations Act 2001, the Directors
report as follows:
The names and particulars of the Directors of the Company during or since the end of
the financial year are:
Directors
Name
Role
Particulars
Mr. A. Wooles
Independent, Non-
Executive Chairman
•
Corporate Advisor and Executive
•
Director and Chairman since 1 July 2016
•
Chair of the Remuneration and Nomination Committee
•
Member of the Audit, Risk and Compliance Committee
•
Has held executive and advisory roles in diverse industries
including mining, oil and gas, power generation, manufacturing,
telecommunications, food and beverages and retail
•
Non-Executive Director of High Peak Royalties Limited (ASX:
HPR) (2012 – current)
•
Chairman of Bhagwan Marine (ASX: BWN) (2011 – current)
Mr. P. House
(appointed 1 March
2024)
Managing Director
•
Managing Director and Chief Executive Officer
•
Fellow of the Australian Institute of Management
•
Graduate Member of Australian Institute of Company Directors
•
30 years’ experience within the resources and technology
sectors, with expertise in management, operations, strategy
and governance across a wide range of markets around the
world, including: The USA; Australia; Africa; India; the Middle
East and Southeast Asia.
•
Currently a board member of Proteomics International
Laboratories Ltd (ASX:PIQ) (2017 – current)
Ms. S. Layman
Independent, Non-
Executive Director
•
Engineer and Certified Practising Accountant
•
Director since 6 February 2017
•
Chair of the Audit, Risk and Compliance Committee and the
Sustainability Committee
•
Member of the Australian Institute of Company Directors and
CPA Australia
•
Extensive experience within the mining sector and financial
markets with significant international and cross commodity
experience. Previously Division Director – Metals & Energy
Capital Division at Macquarie Bank Limited
•
Non-Executive Director of Pilbara Minerals Ltd (ASX: PLS) (2018
– current), Beach Energy Limited (ASX: BPT) (2019 – current)
and Newmont Corporation (ASX: NEM) (2023 – current)
Ms. T. Arlaud
Independent, Non-
Executive Director
•
Corporate Advisor
•
Director since 10 February 2021
•
Member of the Sustainability Committee
•
Ms Arlaud is currently the Chief Executive Officer – Mining
Specialist at IMB, Inc, Frisco in Colorado, USA. Prior to this
role she was Regional Director Mining for the US and Western
Canada/Mass Mining Lead (Globally)
•
Non-Executive Director of Global Atomic Corporation (TSX:
GLO) (2020 – current), Seabridge Gold (TSX: SEA, NYSE:SA)
(2021 – current) and IGO Limited (ASX: IGO) (2022 – current).
51
IMDEX Annual Report 2024
The following table sets out the number of Directors’ meetings (including meetings of
committees of Directors) held during the financial year and the number of meetings
attended by each Director (while they were a Director or committee member).
Directors’ Meetings
Board of
Directors
Audit, Risk and
Compliance
Committee
Remuneration
and Nomination
Committee
Sustainability
Committee
(Number)
(Number)
(Number)
(Number)
Held
Attended
Held
Attended
Held
Attended
Held
Attended
Mr. A. Wooles
7
7
5
5
4
4
N/A
N/A
Mr. P. House
2
2
N/A
N/A
N/A
N/A
N/A
N/A
Ms. S. Layman
7
7
5
5
N/A
N/A
3
3
Ms. T. Arlaud
7
7
N/A
N/A
4
4
3
3
Mr. U. Airhiavbere
7
7
5
5
N/A
N/A
3
3
Ms. T. Horton
4
4
N/A
N/A
2
2
N/A
N/A
Mr. I. Gustavino
(retired 19 October 2023)
3
3
N/A
N/A
2
2
N/A
N/A
Name
Role
Particulars
Mr. U. Airhiavbere
Independent, Non-
Executive Director
•
MBA, MA, BA with Hon
•
Director since 19 December 2022
•
Member of the Sustainability Committee and the Audit, Risk
and Compliance Committee
•
Mr Airhiavbere is currently the Chief Commercial Officer,
Worldwide Energy and Mining, for Microsoft Corporation,
where he leads Microsoft’s end-to-end commercial strategy in
the energy and mining industries. Prior to this role, he spent
nine years with GE Oil & Gas in the roles of Senior Manager-
Business Development, Business Unit Director and Director of
Commercial Operations.
•
Non-Executive Director Christensen Inc. (2024 – current)
Ms. T. Horton
(appointed 13
November 2023)
Independent, Non-
Executive Director
•
MBA, BEc Hons
•
Director since 13 November 2023
•
Ms Horton is currently a board member of ASX-listed
companies IDP Education Ltd (ASX: IEL) (2022-current) and
the GPT Group (ASX: GPT) (2019-current), chair of both
companies’ People and Remuneration Committees and is a
member of GPT’s Sustainability & Risk Committee.
Mr. I. Gustavino
(retired 19 October
2023)
Independent, Non-
Executive Director
•
Corporate Advisor
•
Director since 3 July 2015, retired on 19 October 2023
•
Member of the Remuneration and Nomination Committee
•
Prior to his role as a corporate advisor, Mr. Gustavino was a
co-founding shareholder and Director of Surpac Software, now
Dassault Systèmes GEOVIA Inc.
•
Non-Executive Chairman of CV Check Limited (ASX: CV1)
(2018 – current)
52
IMDEX Annual Report 2024
Mr. M. Tomasz
Mr. Tomasz joined IMDEX in May 2021 and
was appointed as Company Secretary
effective from 24 May 2021. He is
admitted as a barrister and solicitor in
the Supreme Court of New South Wales
and admitted as a Solicitor in England
& Wales. He has experience in both
corporate and commercial law gained
from a variety of multinational resource
and industrial conglomerate companies.
Principal Activities
IMDEX is a leading global mining-
tech company that enables resource
companies and drilling contractors to
safely find, define, and mine orebodies
with precision, confidence, and at speed.
The Company’s product offering
includes an integrated range of drilling
optimisation products, cloud-connected
rock knowledge sensors, and data and
analytical software. This combined
product offering is commodity agnostic
and can be applied across the mining
value chain.
During FY24, IMDEX supported clients in
more than 100 countries. The Company
partners with drilling contractors and
resource companies to provide integrated
offerings that unlock greater productivity
and provide critical insights.
IMDEX has facilities in all key mining
regions of the world. Its head office is
in Balcatta, Western Australia. During
FY24, IMDEX completed the operational
integration of Devico, including its four
facilities and a world-class R&D and
manufacturing facility in Trondheim,
Norway. This facility and its team of
engineers complement the Company’s
existing capabilities in California and
Australia.
There were no significant changes in the
state of affairs of the Group.
On 7 March 2024, IMDEX announced
it had received the benefit of a
determination by the Federal Court in
case NSD 1089/2016 where Globaltech
Corporation Pty Ltd (Globaltech) was
ordered to pay AU$7.96m (excluding
legal costs) to IMDEX subsidiary,
Australian Mud Company Pty Ltd.
The acquisition of Devico significantly
strengthens IMDEX’s core business and
global presence, particularly in Europe.
Review of Operations
A review of the operations of the
consolidated entity during the financial
year and of the results of those
operations is contained in the Annual
Report.
Company Secretary
Operations Review
The following dividends have been paid
by the Company or declared by the
Directors since the commencement of
the financial year ended 30 June 2024:
FY23 fully-franked final dividend of
2.1 cents (2022: 1.9 cents) per share
paid on 12 October 2023;
FY24 fully-franked interim dividend
of 1.5 cents (2023: 1.5 cents) per
share paid on 28 March 2024; and
FY24 fully-franked final dividend of
1.3 cents (2023: 2.1 cents) per share
to be paid on 10 October 2024.
I.
II.
III.
Dividends
Changes in State of Affairs
Subsequent Events
53
IMDEX Annual Report 2024
On 15 April 2024, IMDEX announced
that Globaltech had been placed into
voluntary administration on 12 April
2024.
As a result of the voluntary
administration process, IMDEX entered
into a deed of company administration
(DOCA) with the Administrators on 31
July 2024. This DOCA was subsequently
challenged by a number of Boart
Longyear companies, with the court
scheduling a hearing in mid-October to
determine the outcome of the challenge.
On 16 August 2024, the parties agreed
to settle all of the global disputes and
have entered into a binding settlement
agreement which includes transfer of
certain intellectual property to Imdex;
new supply agreements between the
parties; and a $10m payment to IMDEX.
As a result, all global proceedings
commenced by either party, including
those in Canada, Australia and South
Africa will be discontinued or brought to
a final determination without any order
for compensation and Boart Longyear
will drop the challenge to, and agree to
support, IMDEX’s DOCA for Globaltech.
In addition to the above, and subject
to IMDEX’s DOCA being finalised, all of
Globaltech’s patents and trademarks
will be incorporated as part of IMDEX’s
intellectual property portfolio.
Other than the events disclosed
above, there have been no matters or
circumstances that have arisen since
the end of the financial year that
have significantly affected, or may
significantly affect, the operations
of the Group, the result of these
operations, or the state of affairs of the
Group in future financial years.
Details of amounts paid or payable to the
auditor for non-audit services provided
during the year are outlined in note 5.8 to
the financial statements. The Directors
are satisfied that the provision of non-
audit services, during the year, by the
auditor (or by another person or firm on
the auditor’s behalf) is compatible with
the general standard of independence for
auditors imposed by the Corporations
Act 2001.
The Directors are of the opinion that
the fees paid for services provided as
disclosed in note 5.8 to the financial
statements do not compromise the
external auditor’s independence, based
on advice received from the Audit, Risk
and Compliance Committee, for the
following reasons:
•
All non-audit services have been
reviewed and approved to ensure that
they do not impact the integrity and
objectivity of the auditor, and
Non-audit Services
Environmental Regulations
The only entity in the Group that is
subject to environmental regulations is
Samchem Drilling Fluids and Chemicals
(Pty) Ltd. They are required to comply
with the South African National Water
Act, Act No 36 of 1998 which requires
the management of effluent discharge.
This is controlled through an effluent
system.
During the current period, IMDEX have
not had any reports of environmental
regulatory non-compliance globally.
More specific details about IMDEX’s
sustainability initiatives and
performance, including safety, health
and environment, can be found here.
54
IMDEX Annual Report 2024
The auditor’s independence
declaration is included in the Annual
Report immediately prior to the
Auditor’s Report.
During the financial year, the Company
paid a premium in respect of a contract
insuring the Directors of the Company,
the Company Secretary, and all Executive
Officers of the Company and of any
related body corporate against a liability
incurred as such by a Director, Secretary
or Executive Officer to the extent
permitted by the Corporations Act 2001.
The contract of insurance prohibits
disclosure of the nature of the liability
and the amount of the premium.
The Company has not otherwise, during
or since the end of the financial year,
except to the extent permitted by law,
indemnified or agreed to indemnify an
officer or auditor of the Company or
of any related body corporate against
a liability incurred as such an officer or
auditor.
•
None of the services undermine the
general principles relating to auditor
independence as set out in Code of
Conduct APES 110 Code of Ethics for
Professional Accountants (including
Independence Standards) issued by
the Accounting Professional & Ethical
Standards Board, including reviewing
or auditing the auditor’s own work,
acting in a management or decision-
making capacity for the Company,
acting as an advocate for the
Company or jointly sharing economic
risks and rewards.
Auditor’s Independence
Declaration
Indemnification of
Officers and Auditors
The amounts contained in the financial
report have been rounded to the nearest
$1,000 (where rounding is applicable)
where noted ($’000) under the option
available to the Company under ASIC
Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191.
The Company is an entity to which this
legislative instrument applies.
The Australian Securities Exchange
Corporate Governance Council sets
out best practice recommendations,
including corporate governance practices
and suggested disclosures (ASX
Recommendations). ASX Listing Rule
4.10.3 requires companies to disclose the
extent to which they have complied with
the ASX Recommendations and to give
reasons for not following them.
Unless otherwise indicated, the ASX
Recommendations including corporate
governance practices and suggested
disclosures have been adopted by IMDEX
for the full year ended 30 June 2024. In
addition, the Company has a Corporate
Governance section on its website:
imdex.com (under the “Investors & ESG”
heading) which includes the relevant
documentation suggested by the ASX
Recommendations.
The IMDEX Group’s Corporate
Governance Statement (Statement)
for the financial year ended 30 June
2024 is dated as at 30 June 2024 and
was approved by the Board of IMDEX
(Board) on 20 August 2024. The extent to
which IMDEX has complied with the ASX
Recommendations during the year ended
30 June 2024, and the main corporate
governance practices in place can be
viewed in the Corporate Governance
section on the Company website.
Rounding Off of Amounts
ASX Governance
Principles and ASX
Recommendations
55
IMDEX Annual Report 2024
55
IMDEX Annual Report 2024
Devico DeviDrill™
56
IMDEX Annual Report 2024
Remuneration
Report
57
IMDEX Annual Report 2024
57
IMDEX Annual Report 2024
IMDEX ACTx™
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
Remuneration Report (Audited)
This Remuneration Report for the year ended 30 June 2024 outlines the remuneration arrangements of the Company in
accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been
audited as required by section 308(3C) of the Act.
The report is presented under the following sections:
1.
Introduction
2.
FY24 highlights and looking forward to FY25
3.
Remuneration Governance
4.
Executive Remuneration Arrangements
A. Remuneration principles and strategy
B. Approach to setting remuneration and details of incentive plans
C. Executive contracts
5.
Executive Remuneration Outcomes for FY24
6.
Non-Executive Director Remuneration
7.
Additional Disclosures Relating to Options and Shares
8.
Other Transactions
1.
Introduction
The Remuneration Report details the remuneration arrangements for Key Management Personnel (KMP) who are
defined as those persons having authority and responsibility for planning, directing and controlling the major activities
of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
The table below details the KMP of the Company during FY24. Each was a KMP for the entire period unless otherwise
stated. For the purposes of this report, the term “Executive KMP” includes the Senior Executives of the Company.
Non-Executive Directors (NEDs)
Mr A. Wooles
Non-Executive Chair
Mr I. Gustavino
Non-Executive Director (ceased 19 October 2023)
Ms S. Layman
Non-Executive Director
Ms T. Arlaud
Non-Executive Director
Mr U. Airhiavbere
Non-Executive Director
Ms T. Horton
Non-Executive Director (appointed 13 November 2023)
Executive KMP
Mr P. House1
Managing Director and Chief Executive Officer (MD & CEO)
Mr P. Evans2
Chief Financial Officer (CFO)
Mr S. Southwell
Chief Operating Officer (COO)
Dr M. Carey
Chief of Strategy (COS)
Mr M. Tomasz
General Counsel and Company Secretary
1 Mr House was previously Chief Executive Officer and was appointed Managing Director & Chief Executive Officer effective from 1
March 2024
2 Mr Evans announced his intention to step down as Chief Financial Officer effective by the end of calendar year 2024
58
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
59
2.
FY24 highlights
Executive fixed
remuneration
6.7%
average increase
An executive remuneration review was conducted whereby each incumbent’s
remuneration was assessed against relevant external market comparators, together
with individual performance, role complexity and internal relativity.
As a result, the MD & CEO’s base salary increased 8.75% from $800,000 to $870,000
per annum during FY24 in recognition of external market conditions and growing
role complexity. Other Executive KMP received annual base salary increases ranging
from 4.2% to 8.9%.
See Section 5 Statutory Remuneration for Executive KMP for more details.
Short-term
incentive (“STI”)
outcomes
0%
of maximum
In FY24, the EBITDA Gateway was not achieved and no funding of the Profit Share
Pool resulted for this period. Consequently, no FY24 STI was awarded to Executive
KMP.
See Section 5 Executive Remuneration Outcomes for FY24 for more details.
Long-term
incentive (“LTI”)
outcomes
55%
of maximum
The 2021 LTI (FY22) three-year performance period ended on 30 June 2024. As a
result of performance testing, the Board approved vesting of this award at 55%
based on assessment against the following performance hurdles:
•
Relative Total Shareholder Return (TSR)
•
Absolute Earnings Per Share (EPS)
•
Strategic milestones
Regarding the prior year 2020 LTI (FY21) award, final vesting of 58% was confirmed
in September 2023. This outcome reflects IMDEX performance of 103% TSR growth
and 113% EPS growth (normalised) over the 3 year period ending 30 June 2023.
See Section 5 Executive Remuneration Outcomes for FY24 for more details.
FY24 Non-Executive
Directors (NEDs)
remuneration
0%
increase
During FY24 the Board reviewed the NED fee structure (including policy base and
committee fees) considering relevant benchmarking data and responsibilities of
individual members.
As a result, it was determined no increases to NED fees were required.
Note the aggregate NED fee pool of $950,000 (as approved by shareholders at the
2021 AGM) remained unchanged.
See Section 6 for disclosures regarding our NEDs.
Changes to Executive Remuneration in FY24
FY24 One-off Performance Based New Business Integration Incentive (NBII)
In order to support the successful integration of the investments made by IMDEX in new business opportunities, a ‘one-off’ long
term incentive with service and performance based vesting conditions was granted to a limited number of select executives of the
Company including the MD & CEO1. It is important to note that two thirds of grant is subject to performance criteria relating to
IMDEX share price performance which delivers a tangible realised return to shareholders. To illustrate, by achieving the maximum
IMDEX share price hurdle of $3.00 (a 64% uplift on the 30 June 2023 five day VWAP of $1.83), shareholders will realise an
additional greater than $590 million market capitalisation, of which the NBII granted to Executive KMP would represent less
than 1%.
1 Note at the time of the NBII grant Mr House was the Chief Executive Officer (appointed to Managing Director and Chief Executive Officer effective from 1 March 2024).
The NBII grant and vesting conditions are summarised below.
Performance Period
1 July 2023 – 30 June 2026 (3 years)
Award Vehicle
Performance rights (Rights) which convert to IMDEX ordinary shares upon vesting.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
60
Opportunity
Subject to Vesting Conditions, all Executives including the MD & CEO may receive up to a
maximum of 150% of base salary.
Vesting Conditions
Tranche 1: One third of grant subject to continued employment.
Tranche 2: Two thirds of grant subject to performance criteria relating to IMDEX share
price hurdles and continued employment.
Vesting Criteria
Tranche 1: The Executive must be employed with IMDEX at the time the Rights have
vested.
Tranche 2: IMDEX share price2 hurdles with vesting in accordance with the schedule
below and continued employment with IMDEX at the time the Rights have vested.
IMD share price2
Vesting
Below $2.50
0%
At or above $2.50
50%
At or above $3.00
100%
In addition to the vesting criteria above, the individual performance of the Executive
must be at minimum ‘meeting all expectations’’ as evaluated each year throughout the
performance period.
Cessation of employment
The grant of any Shares is subject to the Executive remaining a Company employee at that
time the Performance Rights have vested along with compliance with the requirements of
the Plan. If the Executive ceases to be an employee before that date (the Performance
Rights have vested and become exerciseable), their Performance Rights will automatically
lapse and be forfeited unless and to the extent the Board otherwise determines in
accordance with the Plan. The Board retains its absolute discretion to determine whether
to apply a Qualifying Reason in accordance with the Plan.
2 The IMDEX share price is based on the average closing price for the three calendar months up to and including the final day of the
performance period.
It is important to note that this grant does not represent an ongoing component of the IMDEX Executive Remuneration package.
After detailed consideration, the grant was determined by the Board to be an effective means of ensuring that shareholder
value ensuing from the investment by the Company in new business opportunities is protected and maximised. The NBII is
designed to ensure longer term alignment between IMDEX’s Executives, the new business operations being integrated and the
interests of shareholders of our Company.
Looking forward to FY25
IMDEX continues to grow in size, complexity and global reach. Similarly, the talent across our global workforce is
increasingly sourced from a wide variety of backgrounds and organisations with IMDEX seen as an attractive source for
highly skilled leadership. The overall employee value proposition is therefore critical to the attraction and retention of
our global workforce and executives, of which the remuneration offering must remain contemporary.
As foreshadowed in last year’s Remuneration Report, we continue to strengthen the link between our strategy and the
Executive Remuneration Framework. In consideration of the annual review process and external market benchmarking,
for FY25 the MD & CEO’s fixed remuneration will increase to $910,000 (4.6% increase), STI opportunity increases to
75% of base salary (previously 50%) and the current LTI opportunity of 100% of base salary remains unchanged. Other
Executive KMP’s will receive annual base salary increases ranging from 4.0% to 5.2%, STI opportunity increases to 50%
of base salary (previously 35%) and the current LTI opportunity of 70% of base salary remains unchanged.
We will continue to work through further opportunities for change over the coming year. This includes ongoing
consideration for minimum shareholding guidelines in the context of ASX market practices and recognising implications
for individual Board members and Executives residing in overseas locations.
The Board welcomes ongoing shareholder feedback to ensure IMDEX’s remuneration practices remain appropriate.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
61
3.
Remuneration Governance
Remuneration and Nomination Committee
The Remuneration and Nomination Committee (the Committee) comprises three independent NEDs.
The Committee has delegated decision making authority for some matters related to the remuneration arrangements
for NEDs and Executives and is required to make recommendations to the Board on other matters.
Specifically, the Board approves the remuneration arrangements of the MD & CEO and other Executives, and all awards
made under the short-term incentive (STI) and long-term incentive (LTI) plans, following recommendations from the
Committee. The Board also sets the aggregate remuneration of NEDs, which is then subject to shareholder approval,
and NED fee levels. The Committee approves the level of the STI pool, having regard to the recommendations made by
the MD & CEO.
The Committee meets regularly through the year. The MD & CEO attends certain Committee meetings by invitation,
where the input of Management is required and is not present during any discussions related to his own remuneration
arrangements.
Further information on the Committee’s role, responsibilities and membership is available at www.imdex.com
Stakeholder consultation
As part of the Board’s commitment to good governance, the Committee considers the views of shareholders and other
key stakeholders when setting the remuneration framework and / or determining remuneration outcomes for the KMP.
Each year the Committee proactively undertakes consultation with institutional shareholders and proxy advisors on
remuneration and governance matters. Feedback from stakeholders is considered and used as a key input into
decision-making by the Board / Committee for continuous improvement ensuring the appropriateness of KMP
remuneration arrangements. The Board / Committee considers the stakeholder consultation approach provides a
robust mechanism to inform decisions and outcomes that are in the interests of the Company and its shareholders.
Use of remuneration consultants
To ensure the Committee is fully informed when making remuneration decisions, it seeks external remuneration
advice. Remuneration consultants are engaged by, and report directly to the Committee. In selecting remuneration
consultants, the Committee considers potential conflicts of interest and requires independence from the Company’s
KMP and other Executives as part of their terms of engagement.
During the financial year, the Committee engaged:
•
The Reward Practice Pty Ltd (TRP) as remuneration consultants to provide remuneration services in respect to
the provision of incentive market insights and remuneration report drafting with a total fee of $48,000 for
these services.
•
Willis Towers Watson (WTW) as remuneration consultants to provide remuneration services in respect to
external benchmarking with a total fee of $38,000 for these services.
During the period no remuneration recommendations, as defined by the Corporations Act, were provided by TRP or
WTW.
Remuneration report approval at 2023 AGM
The FY23 Remuneration Report received strong shareholder support at the 2023 AGM with a vote of 99.54% in favour.
This demonstrates ongoing shareholder support and confidence in the Company’s remuneration approach for KMP.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
62
4.
Executive Remuneration Arrangements
4A: Remuneration principles and strategy
IMDEX’s Executive remuneration strategy is designed to attract, motivate and retain high performing individuals and
align the interests of Executives and shareholders.
The following diagram illustrates how the Company’s remuneration strategy aligns with the strategic direction and links
remuneration outcomes to performance.
Business Objective
Providing leading mining solutions to enhance the productivity and efficiency of our clients’ operations across the mining value
chain.
How our Remuneration Strategy links to our Business Objective
Align the interests of Executives with our shareholders
•
The Remuneration Framework incorporates “at-risk”
components, including both short and longer term
elements, delivered in cash and equity; and
•
Performance is assessed against financial and non-
financial measures, which are linked to IMDEX’s increased
growth and profitability and hence, shareholder value.
Attract, motivate and retain high performing individuals
•
The remuneration offering is competitive for companies
of a similar size and complexity; and
•
Longer-term elements encourage retention.
Remuneration Component
Vehicle
Purpose
Link to Performance
Base Salary
Comprises cash base salary
only.
To provide a competitive
base salary set with reference
to the role, location and
experience.
Company and individual
performance considered during
the annual remuneration review.
Superannuation/Pension
Compulsory superannuation/
pension contributions plus
other cash and non-cash
benefits.
To meet statutory
requirements and provide
benefits commensurate with
role, location and experience.
Benefits are considered during the
annual remuneration review.
STI
Half the award is paid in cash
and half is granted as
deferred performance rights.
Focusses the efforts and
rewards Executives for their
contribution to achieving
outcomes that are a priority
for the Company in the
financial year. The deferred
component is consistent with
prevalent Australian market
practice and encourages
executive share ownership
and supports alignment with
the shareholder experience
over the medium term.
EBITDA is the key financial metric.
Also linked to other internal
measures including safety,
customer service, implementation
of key growth initiatives, risk
management, IMDEX values and
people and capability. Mandatory
Compliance and Safety training
completion is also required.
LTI
Awards are made in the form
of performance rights.
Rewards Executives for their
contribution to the creation
of shareholder value over the
longer term.
Vesting of awards is dependent on
Total Shareholder Return (TSR)
performance relative to a peer
group of companies, Absolute
Earnings Per Share (EPS) and the
achievement of long-term
strategic milestones.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
63
4B: Approach to setting remuneration and details of incentive plans
In FY24, the Executive remuneration framework consisted of base salary and short and long-term incentives as outlined
below.
Overall remuneration level and mix
How is overall
remuneration
and mix
determined?
Remuneration levels are considered annually through a review that considers comparative market
data, the performance of the Company and individual, and the broader economic environment.
The Company aims to reward Executives with a level and mix (proportion of base salary and other
benefits, short term incentives and long-term incentives) of remuneration appropriate to their
position, responsibilities, and performance within the Company and that which is aligned with
targeted market comparators.
Comparative companies are based on the following:
•
Industry peers with similar market capitalisation;
•
Mining, Equipment, Technology and Services companies with comparable market capitalisation;
and
•
Other industry companies with which IMDEX competes for talent.
The Company’s policy is to position Executives base salary around the 62.5 percentile of its
targeted market comparators.
The chart below summarises the MD & CEO and other Executive KMPs’ remuneration mix based
on maximum opportunity for Fixed Remuneration (base salary plus superannuation), STI and LTI.
The mix is considered appropriate for IMDEX based on market relativity and alignment to the
Company’s short term and long-term strategic imperatives.
Base salary and other benefits
How is base
salary and other
benefits
reviewed and
approved?
Base salary and other benefits are reviewed annually utilising benchmarked remuneration data.
Any changes in remuneration for Executives are subject to approval from the Board considering
recommendations from the Remuneration and Nomination Committee.
Short Term Incentives
What is the STI
plan?
The Company operates an annual STI program that is available to Executives subject to the
attainment of clearly defined Company and individual financial and non-financial measures.
Actual STI payments awarded to each Executive depend on the extent to which performance
criteria set at the beginning of the financial year are met. Half of any STI award is paid in cash
and half is delivered as deferred performance rights (Rights) which may vest after 12 months
subject to continued employment.
40%
49%
20%
17%
40%
34%
MD
Executives
Fixed
STI
LTI
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
64
What are the
performance
criteria and
how do they
align with
business
performance?
The performance criteria consist of several Key Performance Indicators (KPIs) covering financial
and non-financial, corporate, and business unit measures of performance which are focussed on
key performance drivers for the business. Within each KPI, stretch objectives are set.
Executives will only be eligible for a payment to the extent that the overarching EBITDA Gate is
met or exceeded and 100% of mandatory compliance and safety training is completed. EBITDA is
considered a key measure against which Management and the Board assess the short-term
financial performance of the Company.
Targets are set based on budget, adequacy of challenge and business objectives. Targets reflect
business expectations at that time and may vary from prior year performance depending on
economic and market conditions. The targets and outcomes may be adjusted (up or down) to
exclude the impacts of uncontrollable items such as fair value gains on deferred consideration
and gains on sale of investment.
The performance criteria and weightings are summarised as follows:
Performance
Criteria
Weighting
Detail of Measures
Corporate
50%
Based on Group EBITDA outcomes* versus target
Safety
20%
Based on Group TRIFR versus target
Individual
Performance
30%
Based on key measures identified annually for the
executive and assessed against expectations for the role.
A combination of scores assessed for executives based on
individual goals relating to:
• Customer Focus and Technical Leadership
• Operational Excellence & Quality
• Risk, Compliance & Safety
• People & Capability
• IMDEX Values
• Strategic Initiatives
As part of the assessment, the participant will be
considered against the IMDEX values as part of
determining final outcomes.
*To provide an accurate representation of the Company’s ongoing operational performance and to ensure
employee rewards align with sustainable short-term value creation, any unbudgeted non-recurring or non-
operational events or transactions that are not expected to occur regularly or are unrelated to the underlying
operating activities of the company (i.e. "One-off" or “Individually Significant Items”) such as, gains or losses
from business and asset acquisitions, and significant litigation settlements may be excluded from the EBITDA
calculation.
What is the
value of the STI
award
opportunity?
The MD & CEO has a maximum STI opportunity of 50% of base salary. Other Executives have a
maximum STI opportunity of up to 35% of base salary if the EBITDA Gate is exceeded and all the
stretch targets are met.
How are STI
payouts
determined?
On an annual basis, after consideration of performance against KPIs (including satisfying the
EBITDA Gate and 100% completion of the mandatory Compliance and Safety training), the Board
in line with their responsibilities, determine the amount (if any) of the STI to be paid to each
Executive, seeking recommendations from the MD & CEO as appropriate. The use of the EBITDA
Gate ensures that the STI payouts are affordable to the business and are capped at the sum of
the individual’s maximum opportunity.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
65
What happens
to STI awards
on cessation of
employment?
If an Executive ceases employment before the end of the financial year, generally no STI is
awarded for that year subject to overarching Board discretion.
Where a participant ceases employment prior to the deferred portion of their STI award vesting
due to resignation or for cause, the Rights will be forfeited. Where a participant ceases
employment due to a qualifying reason (death, total and permanent disability, retirement, or
redundancy), then vesting will be determined based on the amount of performance period
remaining and subject to Board discretion.
Long Term Incentives
What is the LTI plan?
Under the LTI plan, annual grants of performance rights (Rights) are made to Executives to
align remuneration with creation of shareholder value over the long-term.
How much can
Executives earn?
The number of Rights granted is calculated on a Face Value basis. The MD & CEO has a
maximum LTI opportunity of 100% of base salary. Other Executives have a maximum LTI
opportunity of 70% of base salary.
Executives are not eligible to receive dividends, or dividend equivalent payments on
unvested Rights.
How is performance
measured?
Awards are subject to three measures, weighted as follows:
1) Relative TSR
2) Absolute EPS
3) Strategic
Milestones
Weighting
50%
20%
30%
Purpose
To recognise the
creation of
shareholder
value relative to
market peers
To recognise
profitable growth
over the long term
To recognise the
achievement of
strategic milestones
over the long-term
The calculation of each performance measure is outlined below:
1) Relative TSR
IMDEX’s TSR is measured relative to a comparator group of ASX-listed companies comprising
the ASX300 Resources Index. These companies were chosen as they are of similar size and
reflect the Company’s competitors for capital. The TSR for IMDEX and comparator
companies is measured over three financial years (e.g., 1 July 2023 to 30 June 2026 for the
FY24 LTI grant).
Relative TSR measures the percentage change in a company’s share price, plus the value of
dividends received during the period, assuming that all those dividends are reinvested into
new shares.
The proportion of Rights that may vest based on relative TSR performance is determined
based on a ranking approach. The TSR for IMDEX and each company in the comparator group
is measured and the companies are ranked by their TSR performance with vesting based on
the following schedule:
TSR percentile ranking of IMDEX
TSR Portion of LTI that vests
(50%)
Below the 50th percentile
Nil vesting
At the 50th percentile
50%
Between the 50th percentile and 75th percentile
Pro-rata
At or above the 75th percentile
100%
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
66
Note: Notwithstanding the percentile ranking, no vesting will occur for the relative TSR
portion where IMDEX’s TSR for the Performance Period is negative.
How is performance
measured?
(continued)
2) Absolute EPS
EPS growth targets are set by the Board at the time of the LTI grant. EPS compound annual
growth rate (CAGR) performance determines the proportion of rights that may vest relative
to absolute EPS as follows:
EPS CAGR
EPS Portion of LTI that vests
(20%)
Below 10%
Nil vesting
10%
50%
Between 10% and 15%
Pro-rata
At or above 15%
100%
3) Strategic Milestones
Strategic milestones and associated measures relating to IMDEX’s long-term objectives are
set by the Board at the time of the LTI grant. Each strategic milestone is assessed over the
three-year performance period with annual progress reviews undertaken between
Management and the Board. Due to the sensitive nature of the initiatives related to the
strategic milestones, outcomes will be provided in the remuneration report following the
conclusion of the performance period.
When is
performance
measured?
The performance measures are tested at the end of the three-year performance period to
determine the number of Rights that vest. There is no opportunity for re-testing. Rights will
lapse if the performance measures are not met at the end of the performance period.
What happens on
cessation of
employment?
Where a participant ceases employment prior to their award vesting due to resignation or
termination for cause, all Rights will be forfeited. Where a participant ceases employment
due to a qualifying reason (death, total and permanent disability, retirement, or
redundancy), then vesting will be determined based on the amount of performance period
remaining and subject to Board discretion.
What happens if
there is a change in
control?
In these circumstances, vesting will be determined at the discretion of the Board.
4C: Executive contracts
Remuneration arrangements for KMP are formalised in employment agreements. The following outlines the details of
contracts with KMP.
MD & CEO – Mr Paul House
Mr. House is employed under an ongoing contract, which can be terminated with notice by either side.
Under the terms of the FY24 contract:
•
Mr House receives a base salary of $870,000 per annum.
•
A maximum STI opportunity of 50% of base salary.
•
Eligibility to participate in the IMDEX LTI plan on terms determined by the Board. Maximum opportunity
is 100% of base salary.
Termination provisions
Termination provisions specify that the MD & CEO or the Company may terminate the agreement without cause by
giving 6 months’ written notice. In addition to payment for accrued but untaken annual and long service leave, an
additional payment of 4 months’ base salary is payable on termination by the Company where termination is affected
without cause on 6 months’ notice, inclusive of any redundancy payment payable to the MD & CEO. The Company may
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
67
otherwise terminate the contract on 3 months’ notice (due to illness or incapacity), 1 month’s notice (for misconduct)
or no notice (if engaged in criminal activity which brings the Company into disrepute). IMDEX can make a payment in
lieu of notice for all or some of the applicable notice period.
All other Executives are employed on individual open-ended employment contracts that set out the terms of their
employment. The termination provisions for other Executives are as follows:
Reason
Notice period
Payment in lieu of
notice
Treatment of STI on
termination
Treatment of LTI on
termination
Resignation
Up to 6 months
Up to 6 months
Unvested awards forfeited Unvested awards forfeited
Termination for cause
None
None
Unvested awards forfeited Unvested awards forfeited
Termination in cases of
death, disablement,
redundancy, without cause
Up to 6 months
Up to 6 months
Unvested awards
forfeited subject to
Board discretion
Vesting will be determined
based on the amount of
performance period
remaining and the
Executive’s performance,
subject to Board discretion.
5.
Executive Remuneration Outcomes for FY24
Company performance
A summary of IMDEX’s business performance as measured by a range of financial and other indicators, including disclosure
required by the Corporations Act 2001, is outlined in the table below.
Measure
FY24
FY23
FY22
FY21
FY20
Revenue ($’000)
445,284
411,398
341,843
264,375
237,691
EBITDA ($’000)
112,880
100,514
101,987
78,418
58,072
Normalised EBITDA ($’000)
130,7211
122,5782
104,8582
75,5012
54,4472
Net profit before tax ($’000)
50,133
54,597
62,566
44,531
29,142
Net profit after tax ($’000)
32,399
34,995
44,711
31,667
21,758
Share price at start of year (cents)
189.5
184.5
204.0
111.0
131.0
Share price at end of year (cents)
2.220
189.5
184.5
204.0
111.0
Interim dividend (cents) – fully franked
1.5
1.5
1.5
1.0
1.0
Final dividend (cents) – fully franked
1.3
2.1
1.9
1.4
0.7
Special dividend (cents) – fully franked
-
-
-
0.4
2.0
Basic earnings per share (cents)
6.36
7.95
11.28
8.01
5.64
Normalised basic earnings per share (cents)
9.241
12.012
11.852
7.272
4.702
Diluted earnings / (loss) per share (cents)
6.03
7.55
10.80
7.80
5.46
1 FY24 stated before $10.4m Devico integration and organisation design costs and $7.4m impairment loss on assets held for sale.
2 FY23 stated before $11.1m exceptional litigation costs relating to costs incurred in respect of international IP infringement matters, $10.6m Devico transaction and integration costs and $0.4m
impairment loss on COREVIBE. FY22: a net expense of $2.9m impairment loss, being an impairment loss on COREVIBE IP, inventory and associated fixed assets of $14.1m offset by the related
$11.2m estimated deferred consideration no longer payable; FY21: $2.9m gain on deferred consideration fair value adjustment for Flexidrill and AusSpec); FY20 $3.6m gain on VES sale.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
68
Short Term Incentives
Company performance and its link to short-term incentives
An STI payment will only be made to the extent that the overarching EBITDA Gate is met or exceeded and 100% of
mandatory compliance and safety training is completed by the Executive.
IMDEX’s actual EBITDA performance to budget
target over the three financial years from 1 July
2021 to 30 June 2024:
Mandatory Compliance and Safety training
completion:
Financial year
EBITDA vs Gate
Compliance and safety training
programs 100% completed by all
Executives.
FY24
Not Achieved
FY23
Exceeded
FY22
Exceeded
Performance in FY24
The table below sets out the STI measures for FY24 and performance outcomes against those measures.
Under the STI, payments for Executives and senior management are 100% profit funded once the EBITDA target has
been met. For FY24 the EBITDA target was not met resulting in nil STI payout for Executive KMP.
Objective
Weighting
Performance Achieved/Comments
Corporate
50%
FY24 EBITDA of $112.6m was below the target set.
Safety
20%
FY24 TRIFR of 3.80 was above the target set.
Individual
30%
Outcomes for individual objectives for the year met or exceeded
expectations.
The following table outlines the STI outcomes for Executive KMP, including the proportion of maximum STI that was
earned and forfeited in relation to FY24.
Executive KMP
Percentage of
maximum STI
Awarded
Forfeited
Mr P. House
0%
100%
Mr P. Evans
0%
100%
Mr S. Southwell
0%
100%
Dr M. Carey
0%
100%
Mr M. Tomasz
0%
100%
Long Term Incentives
Company performance and its link to long-term incentives
The following chart shows the IMDEX share price movement relative to the performance of various index groups (that are relevant
to IMDEX) over the last three years.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
69
LTI vesting for grants made prior to FY22 are driven by the Company’s TSR and EPS performance relative to the companies within
the ASX 300 Resources Index peer group (assessed via a combined percentile rank). To move to a more market-aligned and
balanced LTI assessment approach, from FY22 and onwards, LTI awards are based on performance against three independent,
weighted performance areas that are linked to long-term shareholder wealth, profitability growth and strategic achievements (i.e.,
relative TSR, absolute EPS and strategic milestones).
The following table provides a summary of LTI award vesting and shareholder-related performance over the past three years.
FY22 LTI
(vest 30 June 2024)
FY21 LTI
(vest 30 June 2023)
FY20 LTI
(vest 30 June 2022)
Absolute TSR growth
20%
103%
142%
Relative TSR ranking percentile (vs. peers)
50%
69%
82%
Absolute EPS growth1
(2%)2
113%1
53%
Relative EPS ranking percentile (vs. peers)
NA
61%
57%
LTI vesting3
55%
58%
65%
1 For comparison purposes, a point-to-point growth rate is used based on normalised EPS.
2 The EPS for the base year (i.e. FY21) has been adjusted to reflect the inclusion of Devico. This includes CY22 NPAT for Devico plus interest,
amortisation and increase in the number IMDEX shares issued arising from the Devico acquisition.
3 LTI vesting for FY20 and FY21 grants is calculated using the combined percentile rank values based on both relative TSR and EPS outcomes.
Following the assessment of performance hurdles for the FY22 LTI grant over the three years ended 30 June 2024, the Board
approved a total of 55% vesting for Executive KMP in accordance with Plan Rules. The following outlines the assessment outcomes
for the FY22 grants.
-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
60%
07/2021
08/2021
09/2021
10/2021
11/2021
12/2021
01/2022
02/2022
03/2022
04/2022
05/2022
06/2022
07/2022
08/2022
09/2022
10/2022
11/2022
12/2022
01/2023
02/2023
03/2023
04/2023
05/2023
06/2023
07/2023
08/2023
09/2023
10/2023
11/2023
12/2023
01/2024
02/2024
03/2024
04/2024
05/2024
06/2024
IMDEX 3 year share price movement performance vs comparison indexes
Imdex
ASX200
ASX300
ASX Small Ordinaries
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
70
The following table summarises the FY22 LTI performance hurdles and outcomes for the performance period.
LTI Hurdle (FY22)
Performance
outcomes
Vesting
outcome
Further details
Relative TSR (50%)
Relative TSR (against the
S&P/ASX300 Resources
Index)
25%
Assessed in line with Plan rules, IMDEX
TSR (19.99%) for the period achieved a
50th percentile ranking against the
comparator group.
Absolute EPS (20%)
Compound annual growth
rate (CAGR)
0%
Assessed in line with Plan rules, the
vesting outcome reflects EPS CAGR for
the period. Given that the EPS CAGR
outcome for the period is less than
10%, the vesting outcome for this
performance hurdle is zero.
Strategic milestones (30%)
Overall revenue gateway.
Qualitative assessment of
each individual strategic
milestone
30%
Overall strategic gateway related to
transformational (non-core) revenue
exceeded. Contributing to this the
Board assessed the individual strategic
milestones set out below as meeting or
exceeding target outcomes which
collectively provided a 100% vesting
outcome for this performance hurdle.
•
Significant progress towards
establishing a material presence in
the mining production market.
•
Evolved the digital rock knowledge
business offering.
•
Advanced the Drilling Optimisation
business model.
Total vesting outcome:
55%
50th
75th
0%
0th
15%
10%
100%
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
71
Statutory Remuneration for Executive KMP
The following table sets out total remuneration for Executive KMP in FY24 and FY23, calculated in accordance with statutory accounting requirements.
Short-term benefits
Other
Long-term
Benefits2
Leave
Post-employment
Benefits
LTIP Share-
based
payments3
Termination
Benefits
Total
% Performance
related
Executive KMP
Year
Cash Salary
Bonus1
Non-monetary5
Other
Super
Other
Mr P. House 4
FY24
870,000
0
42,801
28,797
27,500
-
987,876
-
1,956,974
50%
FY23
800,000
200,000
69,789
-
27,874
27,500
-
350,529
-
1,475,692
37%
Mr P. Evans
FY24
500,000
0
(12,921)
16,923
27,500
-
261,463
-
792,965
33%
FY23
480,000
84,000
34,893
-
13,093
27,500
-
81,730
-
721,216
23%
Mr S. Southwell
FY24
580,000
0
1,741
18,786
27,500
-
335,281
-
963,308
35%
FY23
550,000
96,250
4,505
-
15,759
27,500
-
157,589
-
851,603
30%
Dr M. Carey
FY24
510,000
0
(6,772)
16,135
27,500
-
250,704
-
797,567
31%
FY23
480,000
94,080
24,584
1,886
16,559
27,500
-
85,489
-
730,098
25%
Mr M. Tomasz
FY24
490,000
0
10,621
8,097
27,500
-
373,646
-
909,864
41%
FY23
450,000
78,750
5,738
-
3,861
27,500
-
158,312
-
724,161
33%
Totals
FY24
2,950,000
0
35,470
-
88,738
137,500
-
2,208,970
-
5,420,678
41%
FY23
2,760,000
553,080
139,509
1,886
77,146
137,500
-
833,649
-
4,502,770
31%
1.
50% of any STI will be paid in cash after the end of the performance period. The remaining 50% will be awarded as deferred Rights to IMDEX Limited shares.
2.
Other long-term benefits are the accounting expense of long-service leave movements in FY24.
3.
LTIP Share-based payments are calculated in accordance with Australian Accounting Standards and are the amortised fair value of equity-related awards that have been granted to Executives.
4.
Mr House elected, and the Board agreed to defer his entire FY21 award into Rights to IMDEX Limited shares. The Rights were deferred for three years, vesting in 2024 and are subject to continued service. The Board also resolved to match the deferred component of the award at the
future vesting date, subject to Mr House’s continued service over the period.
5.
The non-monetary benefits include the accounting expense of annual leave movement.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
72
6.
Non-Executive Director Remuneration
Remuneration policy
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and
retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The amount of aggregate remuneration sought to be approved by shareholders and the fee structure is reviewed
annually against fees paid to Non-Executive Directors of comparable ASX listed companies with similar market
capitalisation of the Company, as well as similar sized industry comparators. The Board considers advice from external
consultants when undertaking the annual review process.
The Company’s constitution and the ASX listing rules specify that the NED fee pool shall be determined from time to
time by a general meeting. The latest determination was at the 2021 AGM when shareholders approved an aggregate
fee pool of $950,000 per annum.
Structure
The remuneration of NEDs consists of Director Fees and Committee Fees. The payment of additional fees for serving as
a Chair on a committee recognises the additional time commitment required by NEDs who serve on sub-committees.
To ensure independence, NEDs do not participate in any incentive schemes.
The table below summarises the NED fee policy for FY24:
Director Fees
Board Chair
$240,000
Non-Executive Directors
$130,000
Committee Fees
Committee Chair - Audit, Risk and Compliance
Committee
$30,000
Committee Chair – Remuneration &
Nomination
$30,000
Committee Chair - Sustainability
$20,000
Committee Member
$10,000
The remuneration of NEDs for FY24 and FY23 is detailed below.
Non-Executive
Director
Year
Short-term benefits
Post-employment
benefits
Total
Director Fees
Committee Fees
Superannuation
Mr. A. Wooles
FY24
240,000
30,000
-
270,000
FY23
234,615
28,654
-
263,269
Ms. S. Layman
FY24
130,000
50,000
-
180,000
FY23
125,000
28,750
-
153,750
Mr. I. Gustavino1
FY24
39,394
3,030
-
42,424
FY23
119,299
7,263
5,939
132,501
Ms T. Arlaud
FY24
130,000
20,000
-
150,000
FY23
125,000
5,615
-
130,615
Mr U Airhiavbere
FY24
130,000
20,000
-
150,000
FY23
70,000
3,864
-
73,864
Ms. T. Horton2
FY24
77,750
5,288
5,284
88,322
FY23
-
-
-
-
Mr K. Dundo3
FY24
-
-
-
-
FY23
26,754
287
2,839
29,880
Totals
FY24
747,144
128,319
5,284
880,747
FY23
700,668
74,433
8,778
783,879
1
Mr. I. Gustavino retired from the Board effective 19 October 2023.
2
Ms. T. Horton appointed to the NED effective 13 November 2023.
3
Mr. K.Dundo retired from the Board effective 6 October 2022.
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2024
73
7.
Additional Disclosures Relating to Options and Shares
Performance Rights awarded, vested and lapsed during the year
The following table sets out the Rights held by Executive KMP, including the movements in Rights held during FY24.
Executive KMP
Balance at
start of period
1 July 2023
Granted as
remuneration
Performance
Rights exercised
Performance
Rights lapsed/
forfeited
Balance1 at
end of period
30 June 2024
Mr P. House
1,428,537
1,241,135
(282,538)
(134,247)
2,252,887
Mr P. Evans
534,618
623,022
(129,631)
(63,039)
964,970
Mr S. Southwell
544,289
722,382
(120,480)
(56,384)
1,089,807
Dr M. Carey
540,162
637,775
(137,887)
(70,959)
969,091
Mr M. Tomasz
367,934
609,588
(36,269)
941,253
Total
3,415,540
3,833,902
(706,805)
(324,629)
6,218,008
1.
Includes Performance Rights held directly, indirectly and beneficially by Executives.
KMP Shareholdings
The table below details the number of shares held in IMDEX and the movement during FY24.
Class of
shares
Balance at
start of period
1 July 2023
Shares
allocated
under
remuneration
framework1
Net change
Other
Balance 1at
end of period
30 June 2024
Number of
Performance
Rights2 not
vested at year-
end
Non-Executive Directors
Mr A. Wooles
Ordinary
1,613,636
-
(63,636)
1,550,000
-
Ms S. Layman
Ordinary
157,083
-
-
157,083
-
Mr I. Gustavino3
Ordinary
22,728
-
-
22,728
-
Ms. T. Horton
Ordinary
-
-
-
-
-
Ms T. Arlaud
Ordinary
-
-
-
-
-
Mr. U. Airhiavbere
Ordinary
-
-
20,000
20,000
-
Executive KMP
Mr P. House
Ordinary
914,403
282,538
260,000
1,456,941
2,252,887
Mr P. Evans
Ordinary
691,608
129,631
(20,000)
801,239
964,970
Mr S. Southwell
Ordinary
83,041
120,480
(23,152)
180,369
1,089,807
Dr M. Carey
Ordinary
362,086
137,887
(110,000)
389,973
969,091
Mr M. Tomasz
Ordinary
-
36,269
(18,000)
18,269
941,253
Total
3,844,585
706,805
45,212
4,596,602
6,218,008
1.
All shares were issued for nil consideration.
2.
Includes Ordinary Shares and Performance Rights held directly, indirectly and beneficially by KMP.
3.
Mr Gustavino retired from the Board 19 October 2023. Closing balance is at this date.
74
IMDEX Annual Report 2024
There are no other transactions
and balances with key management
personnel and their related parties.
End of Remuneration Report.
Signed in accordance with a resolution
of the Directors made pursuant to
S.298(2) of the Corporations Act 2001.
On behalf of the Directors.
8. Other Transactions
Anthony Wooles
IMDEX Chairman
PERTH, Western Australia,
20 August 2024
IMDEX Annual Report 2024
75
IMDEX Annual Report 2024
The Directors declare that:
At the date of this declaration, the company is within the class of companies affected
by ASIC Corporations (Wholly owned Companies) Instrument 2016/785. The nature
of the deed of cross guarantee is such that each company which is party to the deed
guarantees to each creditor payment in full of any debt in accordance with the deed of
cross guarantee.
In the directors’ opinion, there are reasonable grounds to believe that the Company
and the companies to which ASIC Corporations (Wholly owned Companies) Instrument
2016/785 applies, as detailed in note 5.3 to the financial statements will, as a group, be
able to meet any liabilities to which they are, or may become, subject because of the
deed of cross guarantee.
Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of
the Corporations Act 2001.
Dated at PERTH, Western Australia, 20 August 2024.
in the Directors’ opinion, there are reasonable grounds to believe that the
Company will be able to pay its debts as and when they become due and payable;
in the Directors’ opinion, the attached financial statements and notes thereto
are in accordance with the Corporations Act 2001, including compliance with
accounting standards and giving a true and fair view of the financial position and
performance of the Group;
in the Directors’ opinion, the financial statements and notes thereto are in
accordance with International Financial Reporting Standards issued by the
International Accounting Standards Board, as stated in note 1.1 to the financial
statements;
the Directors have been given the declarations required by s.295A of the
Corporations Act 2001; and
in the Directors’ opinion, the attached consolidated entity disclosure statement
is true and correct.
A.
B.
C.
D.
E.
Directors' Declaration
Anthony Wooles
IMDEX Chairman
86
IMDEX Annual Report 2024
Financial
Report
IMDEX Annual Report 2024
Devico DeviGyroOX™
77
IMDEX Annual Report 2024
78
IMDEX Annual Report 2024
Contents
Financial Statements
Consolidated Statement of Profit or
Loss and Other Comprehensive Income
Consolidated Statement of Financial
Position
Consolidated Statement of Changes
in Equity
Consolidated Statement of Cash Flows
79
80
81
82
About this Report
Other Assets & Liabilities
Others
Debt & Capital
Operating Performance
Basis of Presentation
Basis of Consolidation
Changes to Accounting Policies
Critical Accounting Judgements and
Key Sources of Estimation Uncertainty
Trade and Other Receivables
Inventories
Property, Plant & Equipment
Leases
Intangible Assets
Trade & Other Payables
Provisions
Investment in Associates
Assets Classified as Held For Sale
Taxation
Acquisition of Subsidiaries/Assets
Parent Entity & Subsidiary Information
Reserves
Contingent Assets & Liabilities
Key Management Personnel
Compensation
Related Party Transactions
Auditor’s Remuneration
Subsequent Events
Cash and cash equivalents
Borrowings
Issued Capital
Financial Risk Management
Commitments for Expenditure
Earnings per Share
Segment Information
Revenue and Expenses
Dividends
Individually Significant Items
Impairment Loss Net of Related Fair
Value Adjustment
1.1
1.2
1.3
1.4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
3.1
3.2
3.3
3.4
3.5
2.1
2.2
2.3
2.4
2.5
2.6
83
97
109
91
85
IMDEX LIMITED
and its controlled entities
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30 JUNE 2024
79
Year Ended
Year Ended
30 June 2024
30 June 2023
Notes
$’000
$’000
Continuing operations
Revenue from sale of goods, rentals, services and software
2.3
445,284
411,398
Raw materials and consumables used
(125,773)
(128,093)
Employee benefits expense
2.3
(126,789)
(105,224)
Depreciation and amortisation expense
2.3
(53,048)
(41,188)
Finance income
2,591
996
Finance costs
2.3
(12,290)
(5,725)
Impairment loss net of related fair value adjustment
2.6
(7,369)
(372)
Other expenses
2.3
(69,252)
(75,523)
Share of loss of associates
4.8
(3,221)
(1,672)
Profit before tax from continuing operations
50,133
54,597
Income tax expense
5.1
(17,734)
(19,602)
Profit for the period from continuing operations
32,399
34,995
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences arising on the translation of foreign operations
(9,697)
4,715
Other comprehensive income for the year, net of income tax
(9,697)
4,715
Total comprehensive income for the year
22,702
39,710
Profit attributable to owners of the parent
32,399
34,995
Total comprehensive income attributable to owners of the parent
22,702
39,710
Earnings per share
Basic profit per share (cents)
2.1
6.36
7.95
Diluted profit per share (cents)
2.1
6.03
7.55
The Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
IMDEX LIMITED
and its controlled entities
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
80
30 June 2024
30 June 2023(i)
Notes
$’000
$’000
Current assets
Cash and cash equivalents
3.1
47,132
58,128
Trade and other receivables
4.1
90,646
90,072
Inventories
4.2
63,007
67,457
Current tax assets
5.1
4,915
6,981
Assets classified as held for sale
4.9
-
7,351
Other
11,503
11,346
Total current assets
217,203
241,335
Non-current assets
Property, plant and equipment
4.3
56,568
57,876
Right-of-use assets
4.4
37,600
32,120
Intangible assets
4.5
414,466
426,843
Investment in associates
4.8
11,271
13,871
Deferred tax assets
5.1
44,837
34,410
Loans to associates
1,587
-
Other
2,612
4,635
Total non-current assets
568,941
569,755
Total assets
786,144
811,090
Current liabilities
Trade and other payables
4.6
43,902
46,823
Lease liabilities
4.4
5,795
5,789
Current tax liabilities
5.1
9,181
8,916
Borrowings
3.2
28,000
28,000
Provisions
4.7
8,275
7,973
Total current liabilities
95,153
97,501
Non-current liabilities
Lease liabilities
4.4
39,720
32,511
Borrowings
3.2
54,138
95,048
Provisions
4.7
368
293
Deferred tax liabilities
5.1
25,488
29,529
Total non-current liabilities
119,714
157,381
Total liabilities
214,867
254,882
Net assets
571,277
556,208
Equity
Issued capital
3.3
409,546
401,164
Reserves
5.4
13,348
20,680
Retained earnings
148,383
134,364
Total equity
571,277
556,208
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
(i)
The prior period amounts have been restated as a result of finalising the purchase price allocation for the Devico acquisition (refer to Note 5.2).
IMDEX LIMITED
and its controlled entities
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
81
Shares Reserved
for Performance
Rights Plan
Foreign
Currency
Translation
Reserve
Share-based
Payment
Reserve
Reserves
Total
Fully Paid
Ordinary
Shares
Retained
Earnings
Total
Attributable to
Equity Holders
of the Entity
Notes
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 30 June 2022
(1,586)
(3,041)
18,262
13,635
169,078
114,513
297,226
Exchange differences on translation of foreign operations after
taxation
-
4,715
-
4,715
-
-
4,715
Profit for the year
-
-
-
-
-
34,995
34,995
Total comprehensive income for the year
-
4,715
-
4,715
-
34,995
39,710
Share based payments – performance rights
2.3
(906)
-
9,076
8,170
-
-
8,170
Tax effect on the share-based payments
-
-
943
943
-
-
943
Settlement of performance rights
-
-
(3,511)
(3,511)
-
-
(3,511)
Share based payments – MinePortal
5.2
-
-
(3,272)
(3,272)
3,272
-
-
Equity raising in relation to the acquisition of Devico AS
5.2
-
-
-
-
215,824
-
215,824
Shares issued as partial consideration for the acquisition of
Devico AS
5.2
-
-
-
-
12,990
-
12,990
Dividends paid
-
-
-
-
-
(15,144)
(15,144)
Balance at 30 June 2023
(2,492)
1,674
21,498
20,680
401,164
134,364
556,208
Exchange differences on translation of foreign operations after
taxation
-
(9,697)
-
(9,697)
-
-
(9,697)
Profit for the year
-
-
-
-
-
32,399
32,399
Total comprehensive income for the year
-
(9,697)
-
(9,697)
-
32,399
22,702
Share based payments – performance rights
2.3
(1,307)
11,498
10,191
-
-
10,191
Tax effect on the share-based payments
556
556
-
-
556
Settlement of performance rights
-
-
(5,983)
(5,983)
5,983
-
-
Share based payments – MinePortal
5.2
-
-
(2,399)
(2,399)
2,399
-
-
Dividends paid
-
-
-
-
-
(18,380)
(18,380)
Balance at 30 June 2024
(3,799)
(8,023)
25,170
13,348
409,546
148,383
571,277
The Statement of Changes in Equity should be read in conjunction with the accompanying notes.
IMDEX LIMITED
and its controlled entities
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
82
Year Ended
Year Ended
30 June 2024
30 June 2023
Notes
$’000
$’000
Cash flows from operating activities
Receipts from customers
474,015
437,064
Payments to suppliers and employees
(350,065)
(333,015)
Income tax paid
(18,495)
(22,539)
Interest received
2,591
996
Net cash generated from operating activities
3.1
108,046
82,506
Cash flows from investing activities
Payment for property, plant and equipment
(29,323)
(20,942)
Payment for intangible assets
(4,186)
(6,213)
Payment for deferred consideration
-
(3,308)
Payment for acquisitions (net of cash acquired)
-
(305,295)
Payment for the investment in associates
(792)
(10,367)
Loans advanced to associates
(1,595)
-
Net cash used in investing activities
(35,896)
(346,125)
Cash flows from financing activities
Repayment of borrowings
(58,000)
(15,910)
Proceeds from borrowings, net of costs
14,837
117,079
Interest and other costs of finance paid
(7,832)
(3,202)
Proceeds from issue of ordinary shares, net of costs
-
215,824
Dividends paid
(18,380)
(15,144)
Cash paid due to settlement of performance rights
-
(3,511)
Repayment of lease liabilities
(10,014)
(9,275)
Net cash provided by/(used) in financing activities
(79,389)
285,861
Net increase/(decrease) in cash and cash equivalents
(7,239)
22,242
Cash and cash equivalents at the beginning of the financial year
58,128
36,368
Effects of foreign exchange rate changes
(3,757)
(482)
Cash and cash equivalents at the end of the financial year
3.1
47,132
58,128
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
IMDEX LIMITED
and its controlled entities
ABOUT THIS REPORT
83
IMDEX Limited (the “Company”) is a listed public company,
incorporated in Western Australia and along with its subsidiaries
(collectively the “Group”) operates in Asia-Pacific, Africa / Europe
and the Americas. For the purposes of preparing the consolidated
financial statements, the Company is a for-profit entity.
1.1
Basis of Presentation
The Financial Report has been prepared on the going concern basis
and on the basis of historical cost. Cost is based on the fair values
of the consideration given in exchange for assets. All amounts are
presented in Australian dollars, unless otherwise noted and
accounting policies have been applied consistently in all periods
presented.
The amounts contained in the financial report have been rounded
to the nearest $1,000 (where rounding is applicable) where noted
($’000) under the option available to the Company under ASIC
Corporations
(Rounding
in
Financial/Directors’
Reports)
Instrument 2016/191. The Company is an entity to which this
legislative instrument applies.
The Financial Report:
•
has been prepared in accordance with Australian
Accounting Standards (AASBs), including Australian
Accounting Interpretations adopted by the Australian
Accounting Standards Board, and the Corporations Act
2001. The Financial Report of the Group also complies
with International Financial Reporting Standards (IFRSs)
and Interpretations as issued by the International
Accounting Standards Board (IASB);
•
presents reclassified comparative information where
appropriate to enhance comparability with the current
period presentation.
•
adopts all new and amended Accounting Standards and
Interpretations issued by the AASB that are relevant to
the operations of the Group and effective for reporting
periods beginning on or after 1 July 2023. Refer to note
1.3 for further details;
•
does not early adopt any Accounting Standards and
Interpretations that have been issued or amended but
are not yet effective, unless otherwise disclosed. Refer
to note 1.3 for further details; and
The financial statements were authorised for issue by the Directors
on 20 August 2024.
1.2
Basis of Consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the
Company (its subsidiaries). Control is achieved when the Company
has power over an entity and is exposed to, or has rights over, the
variable returns of the entity, as well as the ability to use this
power to affect the variable returns of the entity.
The results of subsidiaries acquired or disposed of during the year
are included in the consolidated statement of profit or loss and
other comprehensive income from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into
line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are
eliminated in full on consolidation.
A change in the ownership interest of a subsidiary that does not
result in a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it:
•
derecognises the assets (including goodwill) and
liabilities of the subsidiary;
•
derecognises the carrying amount of any non-controlling
interest;
•
recognises the fair value of the consideration received;
•
recognises the fair value of any investment retained;
•
recognises any surplus or deficit in profit or loss, and;
•
reclassifies to profit or loss or transfers directly to
retained earnings, as appropriate, the parent’s share of
components
previously
recognised
in
other
comprehensive income.
Certain prior year disclosures have been reclassified for
consistency with the current year presentation. These
reclassifications are not material to the current period financial
report.
1.3
Changes to Accounting Policies
Except as described below, the accounting policies applied by the
Group in its financial statements are the same as those applied by
the Group in its consolidated financial report for the year ended
30 June 2023.
New and amendments accounting standards and interpretations
adopted:
AASB 2023-2
Amendments
to
Australian
Accounting
Standards – International Tax Reform – Pillar
Two Model Rules.
IMDEX LIMITED
and its controlled entities
ABOUT THIS REPORT
84
1.3
Changes to Accounting Policies (continued)
The Group applied the mandatory exception to
the recognition and disclosure of deferred
taxes arising from OECD Pillar Two income
taxes for the first time for the annual reporting
period ending 30 June 2023. As at 30 June
2024, the Group is not considered to be within
scope of the Pillar Two as the consolidated
revenue is lower than the threshold.
AASB 2021-5
Amendments
to
Australian
Accounting
Standards – Deferred Tax related to Assets and
Liabilities arising from a Single Transaction.
New and amended standards issued but not yet effective:
Except as described below, there are no new standards or
interpretations that are not yet effective that would be expected
to have a material impact on the Group in the current or future
reporting periods and on foreseeable future transactions:
AASB 18
Presentation and Disclosure in Financial
Statements.
1.4
Critical Accounting Judgements and Key Sources
of Estimation Uncertainty
In the application of the Group’s accounting policies,
management is required to make judgements, estimates and
assumptions about carrying values of assets and liabilities
that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other relevant factors. Actual results may
differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Significant
judgements,
estimates
and
assumptions
made
by
management in the preparation of these financial statements
are outlined in the following notes:
2.3 – Revenue recognition – estimating variable
consideration for volume rebates
4.1 – Recoverability of receivables
4.3 – Recoverability of non-current assets
4.4 – Leases
4.5 – Intangible assets
4.8 – Investments in associates
5.1 – Taxation
5.2 – Acquisition of subsidiaries/assets
5.4 – Share-based payments
IMDEX LIMITED
and its controlled entities
OPERATING PERFORMANCE
85
2.1
Earnings per share
2024
2023
$’000
$’000
Profit attributable to equity holders of the Company in the calculation of
basic and diluted earnings per share
32,399
34,995
Number of Shares
Weighted average number of shares used in the calculation:
Number of shares for basic earnings per share
509,799,776
440,417,327
Effect of dilutive share rights
27,622,961
41,816,754
Number of shares for diluted earnings per share
537,422,737
482,234,081
From continuing operations
Basic earnings per share
Including individually significant items
6.36
7.95
Excluding individually significant items (Note 2.5)
9.24
12.01
Diluted earnings per share
6.03
7.55
2.2
Segment information
An operating segment is a component of the Group that
engages in business activities from which it may earn
revenues and incur expenses (including revenues and
expenses relating to transactions with other components of
the Group), whose operating results are regularly reviewed
by the Group’s Chief Operating Decision Maker (CODM) to
make decisions about resources to be allocated to the
segment and assess its performance and for which discrete
financial information is available. Management will also
consider other factors in determining operating segments
such as the existence of a regional general manager and the
level of segment information presented to the Board of
Directors.
Information reported to the CODM for the purposes of
resource allocation and assessment of segment performance
focuses on the regions serviced. The Directors of the
Company have chosen to organise the Group around
different geographical markets serviced by the entity’s
products and services.
No operating segments have been aggregated in arriving at
the reportable segments of the Group. All segments are in the
business of the manufacture and sale/rental of products and
software to the mining sector along the following
geographical lines:
AM – Americas
APAC – Asia Pacific
AE – Africa / Europe
The operating segment results include the results of the
Devico Group following completion of the acquisition on 28
February 2023.
Segment results, assets and liabilities include items directly
attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items mainly
comprise deferred tax assets, treasury cash, net financing
costs for the Group and the corporate portion of head office
costs. Segment capital expenditure is the total cost incurred
during the period to acquire segment assets that are
expected to be used for more than one period.
The following is an analysis of the revenue and results for the
year, analysed by reportable segment.
The primary means by which the Board views the business
and makes key decisions is based on geographical lines.
IMDEX LIMITED
and its controlled entities
OPERATING PERFORMANCE
86
2.2
Segment information (continued)
Segment results
AM –
Americas
APAC –
AsiaPac
AE – Africa /
Europe
Segment
Total
IMDEX
Product(i)
Central
administr
ation
costs(ii)
Un-
allocated(iii)
Total
2024
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Revenue from sale of goods, rentals and software
215,831
116,378
113,075
445,284
-
-
-
445,284
Results before individually significant items (Note
2.5)
Earnings before individually significant items,
interest, income tax, depreciation and
amortisation
84,494
45,816
55,416
185,726
(41,678)
(10,109)
(3,218)
130,721
Depreciation and amortisation expenses
(27,029)
(13,579)
(11,481)
(52,089)
(476)
(483)
-
(53,048)
Finance income
-
-
-
-
-
-
2,591
2,591
Finance costs
(793)
(913)
(492)
(2,198)
-
(214)
(9,878)
(12,290)
Profit before tax before individually significant
items (Note 2.5)
56,672
31,324
43,443
131,439
(42,154)
(10,806)
(10,505)
67,974
Income tax expense
-
-
(20,875)
(20,875)
Profit after tax before individually significant
items (Note 2.5)
56,672
31,324
43,443
131,439
(42,154)
(10,806)
(31,380)
47,099
Individually significant items (Note 2.5)
Gross individually significant items
-
-
-
-
-
-
(17,841)
(17,841)
Tax on individually significant items
-
-
-
-
-
-
3,141
3,141
Net individually significant items
-
-
-
-
-
-
(14,700)
(14,700)
Profit after tax
32,399
2023
Revenue from sale of goods, rentals and software
190,431
119,129
101,838
411,398
-
-
-
411,398
Results before individually significant items (Note
2.5)
Earnings before individually significant items,
interest, income tax, depreciation and
amortisation
76,546
44,956
51,993
173,495
(39,677)
(9,568)
(1,672)
122,578
Depreciation and amortisation expenses
(21,632)
(10,339)
(8,167)
(40,138)
(869)
(181)
-
(41,188)
Finance income
-
-
-
-
-
-
996
996
Finance costs
(484)
(846)
(275)
(1,605)
-
(76)
(4,044)
(5,725)
Profit before tax before individually significant
items (Note 2.5)
54,430
33,771
43,551
131,752
(40,546)
(9,825)
(4,720)
76,661
Income tax expense
-
-
-
-
-
-
(23,756)
(23,756)
Profit after tax before individually significant
items (Note 2.5)
54,430
33,771
43,551
131,752
(40,546)
(9,825)
(28,476)
52,905
Individually significant items (Note 2.5)
Gross individually significant items
-
-
-
-
-
-
(22,064)
(22,064)
Tax on individually significant items
-
-
-
-
-
-
4,154
4,154
Net individually significant items
-
-
-
-
-
-
(17,910)
(17,910)
Profit after tax
34,995
(i)
IMDEX Product includes Research and Development, Software Development, Product Management and Intellectual Property activities.
Included in IMDEX Product is R&D spend which has been adjusted during the period to include product management activities.
Comparative has been restated. R&D spend (excluding capitalised development costs) for the period totals $34.4 million (FY23: $32.4
million).
(ii)
Central administration costs comprise the corporate portion of head office costs. Head office costs attributable to operations are allocated
to reportable segments in proportion to the revenues earned from those segments.
(iii)
Unallocated items include the share of loss of an associate, Individually Significant Items (ISI), finance income and finance costs associated
with the Group treasury function. Interest on lease liabilities is considered directly attributable to the segments and has been included in
their segment results.
IMDEX LIMITED
and its controlled entities
OPERATING PERFORMANCE
87
2.2
Segment information (continued)
Segment assets and liabilities
Assets
Liabilities
2024
2023(i)
2024
2023(i)
$’000
$’000
$’000
$’000
AM – Americas
352,388
366,135
31,985
29,141
APAC – AsiaPac
166,889
164,479
45,767
46,717
AE – Africa / Europe
157,125
155,869
20,308
17,027
Total of all segments
676,402
686,483
98,060
92,885
Unallocated
109,742
124,607
116,807
161,997
Consolidated
786,144
811,090
214,867
254,882
For the purposes of monitoring segment performance and allocating resources between segments:
•
All assets are allocated to reportable segments other than tax assets, investment in associate, assets classified as held for
sale and treasury cash.
•
All liabilities are allocated to reportable segments other than tax liabilities and external loan.
Other segment information
AM –
Americas
APAC –
AsiaPac
AE – Africa /
Europe
Unallocated
Total
2024
$’000
$’000
$’000
$’000
$’000
Acquisition of segment net assets
-
-
-
-
-
2023
Acquisition of segment net assets(i)
225,303
60,432
74,939
(25,276)
335,398
(i)
The prior period amounts have been restated as a result of finalising the purchase price allocation for the Devico acquisition (refer to Note 5.2).
IMDEX LIMITED
and its controlled entities
OPERATING PERFORMANCE
88
2.3
Revenue and expenses
2024
2023
Note
$’000
$’000
Revenue
Sale of goods(i)
158,998
166,229
Rentals, services and software(ii)
286,286
245,169
445,284
411,398
(i)
The Group typically satisfies the obligation associated with the sale of drilling fluids and equipment at a point in time upon shipment or
delivery when control is transferred to customers.
(ii)
The Group typically satisfies the obligation to provide rental products and services and software subscriptions over time.
Revenue from contracts with customers is recognised at an amount that reflects the consideration to which the Group expects to be
entitled in exchange for those goods or services. Revenue is recognised net of allowances for returns and customer claims and any
taxes collected from customers, which are subsequently remitted to government authorities. Contract assets and contract liabilities
are not material to the Group’s financial position.
Key Estimates and Judgements
Determining whether products and services and software subscriptions are considered distinct performance obligations that should
be accounted for separately versus together requires significant judgement. The Group provides products and services to its
customers based on contracts that may contain several elements but for the majority of contracts, these elements represent only
one single performance obligation for which revenue is recognised. Software revenue is presented together with rental revenue,
given the high level of integration between our sensors and software technologies (in particular IMDEX HUB-IQ).
The Group may be entitled to variable consideration in several forms which are determined through its agreements with customers.
The Group can offer prompt payment discounts, sales rebates or other incentive payments to customers. Sales rebates and other
incentive payments are typically awarded upon achievement of certain performance metrics, including volume. The Group utilises
forecasted sales data and rebate percentages specific to each customer agreement and updates its judgement of the amount to
which the customer is entitled each period, to determine the variable consideration to be received.
Expense analysis by nature:
2024
2023
Note
$’000
$’000
Employee benefits expense
Salaries and wages(i)
(109,072)
(90,914)
Defined contribution superannuation/pension costs
(7,527)
(6,140)
Share based payments(i)
(10,190)
(8,170)
(126,789)
(105,224)
Depreciation and amortisation expense
Depreciation of property, plant and equipment
4.3
(28,123)
(26,453)
Depreciation of right-of-use assets
4.4
(9,006)
(7,157)
Amortisation of intangible assets
4.5
(15,919)
(7,578)
(53,048)
(41,188)
Finance costs
Interest on lease liabilities
4.4
(2,411)
(1,681)
Amortisation of borrowing costs
(2,047)
(359)
Interest and other financing costs
(7,832)
(3,685)
(12,290)
(5,725)
IMDEX LIMITED
and its controlled entities
OPERATING PERFORMANCE
89
2.3
Revenue and expenses (continued)
2024
2023
Note
$’000
$’000
Other expenses
Consulting, audit and legal expenses (ii) (iii)
(17,127)
(34,854)
Facilities and utilities expenses
(5,888)
(4,471)
Travel and accommodation(ii)
(12,396)
(10,747)
Slow-moving and obsolete stock
(1,989)
(189)
Allowance for expected credit losses
4.1
(3,615)
(1,658)
Software and network infrastructure(ii)
(7,566)
(5,971)
Materials associated with developing technologies
(3,189)
(3,747)
Other expenses(ii)
(17,482)
(13,886)
(69,252)
(75,523)
(i)
The current period expenses include costs associated with the Devico acquisition and integration activity, impacting expenses presented
above: salaries and wages of $3.3 million (FY23: $0.5 million) and share based payments of $5.2 million (FY23: $1.0 million). Refer to Note
2.5 Individually Significant Items for further disclosures.
(ii)
The current period expenses include costs associated with the Devico acquisition and integration activity, impacting expenses presented
above: consulting expenses of $1.1 million (FY23: $7.0 million); travel and accommodation of $0.7 million (FY23: $0.7 million); software
and network infrastructure of $0.1 million (FY23: $0.3 million), exceptional litigation cost nil (FY23: $11.1 million) and other expenses of
$0.1 million (FY23: $1.1 million). Refer to Note 2.5 Individually Significant Items for further disclosures.
(iii)
Includes legal, audit, taxation, share registry, corporate secretarial fees and consulting services.
Defined contribution plans
Contributions to defined contribution superannuation/pension plans are expensed when incurred.
2.4
Dividends
The following dividends have been paid by the Company or declared by the Directors since the commencement of the financial
year ended 30 June 2024:
(i)
FY23 fully-franked final dividend of 2.1 cents (2022: 1.9 cents) per share paid on 12 October 2023;
(ii)
FY24 fully-franked interim dividend of 1.5 cents (2023: 1.5 cents) per share paid on 28 March 2024; and
(iii)
FY24 fully-franked final dividend of 1.3 cents (2023: 2.1 cents) per share to be paid on 10 October 2024.
The franking account balance is $25.2 million (2023: $35.8 million).
IMDEX LIMITED
and its controlled entities
OPERATING PERFORMANCE
90
2.5
Individually significant items (ISIs)
Profit after tax includes the following expenses whose disclosure is relevant in explaining the financial performance of the Group:
Gross
Tax
Net
2024
$’000
$’000
$’000
Devico integration and organisation design costs
(10,472)
3,141
(7,331)
Impairment of assets classified as held for sale (Note 2.6)
(7,369)
-
(7,369)
Total individually significant items
(17,841)
3,141
(14,700)
•
Devico integration and organisation design costs include integration plus organisation design activities and associated KMP
retention costs as well as KMP incentives.
•
Impairment loss is related to the assets classified as held for sale associated with the MAGHAMMER technology (refer to note
4.9).
Gross
Tax
Net
2023
$’000
$’000
$’000
Exceptional legal costs
(11,100)
3,330
(7,770)
Devico transaction and integration costs
(10,592)
824
(9,768)
Flexidrill settlement – residual cost (Note 2.6)
(372)
-
(372)
Total individually significant items
(22,064)
4,154
(17,910)
•
Exceptional litigation costs of $11.1 million were incurred in the prior year, relating to costs incurred in respect of international
IP infringement matters.
•
Devico transaction and integration costs include M&A, due diligence and integration activities, as well as associated KMP
retention costs.
2.6
Impairment loss net of related fair value adjustment
2024
2023
Note
$’000
$’000
Impairment loss net of related fair value adjustment
Flexidrill settlement – residual cost
-
(372)
Impairment of assets classified as held for sale
4.9
(7,369)
-
(7,369)
(372)
During the current period, the Group continued to progress the divestment of MAGHAMMER however the intended sale did not
occur. The Group has recognised an impairment loss on the carrying value of the major classes of assets associated with the
MAGHAMMER Technology of $7.4 million (refer to Note 4.9).
During the prior period, the Group finalised a Deed of Termination and Settlement with the prior owners of the Flexidrill technologies,
with final settlement of $1.8 million paid in August 2022. This resulted in a net $0.4 million expense during the period.
IMDEX LIMITED
and its controlled entities
DEBT & CAPITAL
91
3.1
Cash and cash equivalents
Reconciliation of cash and cash equivalents
For the purposes of the Statement of Cash Flows, cash includes cash at bank, cash on hand, deposits at call and cash held in mutual
funds.
Cash at bank earns interest at floating rates based on daily bank deposit rates. Cash held in mutual funds represent cash
investments which generate returns higher than cash at bank and can be accessed immediately if required.
Cash at the end of the year as shown in the Statement of Cash Flows is reconciled to the related items in the balance sheet as
follows:
2024
2023
$’000
$’000
Cash at bank and on hand
47,132
58,128
Reconciliation from the profit for the year to net cash generated from operating activities
Profit for the year
32,399
34,995
Adjustments for non-cash items
Depreciation and amortisation of non-current assets
53,048
41,188
Interest paid disclosed as financing activities
7,832
3,685
Allowance for expected credit losses
3,615
1,658
Share options and performance rights expensed
10,191
8,170
Share of loss of an associate
3,221
1,672
Impairment loss net of related fair value adjustment
7,369
372
Interest on lease liabilities
2,411
1,681
Amortisation of borrowing costs
2,047
359
Other
1,348
512
Changes in assets and liabilities during the financial year
(Increase) / decrease in assets:
Current receivables
(8,326)
(9,288)
Current inventories
2,958
(653)
Other current assets
(775)
(4,233)
Other non-current assets
2,023
(1,084)
Increase / (decrease) in liabilities:
Current payables
(11,062)
5,638
Provision for employee entitlements
508
771
Current and deferred tax liability
(761)
(2,937)
Net cash generated from operating activities
108,046
82,506
IMDEX LIMITED
and its controlled entities
DEBT & CAPITAL
92
3.2
Borrowings
2024
2023
$’000
$’000
Current borrowings - secured
JP Morgan Australia
28,000
28,000
28,000
28,000
Non-current borrowings - secured
Commonwealth Bank of Australia
-
12,542
JP Morgan Australia
54,138
82,506
54,138
95,048
Total
82,138
123,048
30 June
2023
Drawn
Repaid
Foreign
Exchange
Movement
Capitalised
Borrowing
Costs
Amortisation
Borrowing
Costs
30 June
2024
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Total borrowings
Commonwealth Bank of
Australia Facility
12,542
4,500
(17,250)
141
-
67
-
JP Morgan Australia
Facility
110,506
12,530
(40,750)
65
(2,193)
1,980
82,138
Total
123,048
17,030
(58,000)
206
(2,193)
2,047
82,138
All loans and borrowings are initially recognised at the fair
value of the consideration received less directly attributable
fees, premiums paid and transaction costs. After initial
recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the effective
interest method.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of the
liability for at least twelve months after the reporting date.
The key terms of the Commonwealth Bank Facility are as
follows:
Term: Multicurrency, Multi Option Revolving Facility has no
repayment requirements other than at expiry. The facility is
due to expire on 31 January 2025.
Maximum Facility: $30 million.
Drawn Balance at 30 June 2024: bank guarantees $1.2
million, credit cards $0.2 million.
Undrawn Balance at 30 June 2024: $28.6 million.
Effective Interest Rate: 4.37%.
The key terms of the JP Morgan Australia A$84 million
Amortising Term Loan facility are as follows:
Term: Amortising Term Loan with repayment instalments of
$7 million per calendar quarter. The facility is due to expire
on 19 January 2026.
Contractual Interest Rate: Floating rate plus a margin
Effective Interest Rate: 8.88%.
The key terms of the JP Morgan Australia A$36 million
Revolving Working Capital facility are as follows:
Term: Multi-currency Revolving Working Capital facility. The
facility is due to expire on 19 January 2027.
Maximum Facility: $36 million
Drawn Balance at 30 June 2024: $36 million.
Undrawn Balance at 30 June 2024: nil.
Contractual Interest Rate: Floating rate plus a margin
Effective Interest Rate: 8.88%.
The facilities are secured against the assets of key entities
across the IMDEX group, located across Australia, New
Zealand, Europe and the Americas, and subject to typical
financial covenants.
IMDEX LIMITED
and its controlled entities
DEBT & CAPITAL
93
3.3
Issued capital
2024
2023
Notes
Number
$'000
Number
$'000
Issued and Paid-Up Capital - Fully paid ordinary shares
Balance at beginning of the financial year
505,454,641
401,164
396,452,400
169,078
Shares issued relating to the MinePortal acquisition
(ii)
1,578,117
2,399
1,578,117
3,272
Issue of shares under performance rights
1,769,719
2,766
-
-
Issue of shares under STI award
1,743,955
3,217
-
-
Shares issued in the equity raising related to the acquisition
of Devico AS
(iii)
-
-
101,943,277
215,824
Shares issued as partial consideration for the acquisition of
Devico AS
(iii)
-
-
5,480,847
12,990
Closing balance at end of the financial year
(i)
510,546,432
409,546
505,454,641
401,164
(i)
Fully paid ordinary shares carry one vote per share and
carry the right to dividends.
(ii)
During the period, the Company issued 1.6 million
ordinary shares in connection with the acquisition of
MinePortal. Refer to Note 5.2.
(iii)
During the prior period, the Company issued 101.9
million ordinary shares in the equity raising in connection
with the acquisition of Devico AS and issued 5.5m
ordinary shares as part of the acquisition consideration.
Refer to Note 5.2.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of
tax, from the proceeds. Incremental costs directly
attributable to the issue of new shares or options for the
acquisition of a business are not included in the cost of the
acquisition as part of the purchase consideration.
Where any Group company purchases the Company’s
equity instruments, for example as the result of a share buy-
back or a share-based payment plan, the consideration
paid, including any directly attributable incremental costs
(net of income taxes) is deducted from equity attributable
to the owners of the Company as treasury shares until the
shares are cancelled or reissued.
Where such ordinary shares are subsequently reissued, any
consideration received, net of any directly attributable
incremental transaction costs and the related income tax
effects, is included in equity attributable to the owners of
the Company.
3.4
Financial risk management
Categories of financial instruments
2024
2023
$’000
$’000
Financial assets carried at amortised cost
Cash and cash equivalents
47,132
58,128
Trade and other receivables
90,646
90,072
Non-current assets - other
2,612
4,635
140,390
152,835
Financial liabilities carried at amortised cost
Trade and other payables
43,902
46,823
Lease liabilities
45,515
38,300
Borrowings
82,138
123,048
171,555
208,171
Financial risk management objectives
The Group is exposed to financial risks through the normal course of its business operations. The key financial risks impacting the
Group relate to its financial instruments as per those disclosed in the statement of financial position. Specifically, those key risks are
considered to be foreign currency risk and interest rate risk. The Group monitors its exposure to these risks on a regular basis and
may enter into derivative financial instruments to manage these risks where appropriate. There are no derivative financial
instruments in operation at the reporting date.
IMDEX LIMITED
and its controlled entities
DEBT & CAPITAL
94
3.4
Financial risk management (continued)
Foreign currency risk management
The functional currency of the Company is Australian dollars.
Certain financial instruments of the Group are exposed to
movements in various currencies. The Group undertakes
certain transactions denominated in foreign currencies,
hence exposures to foreign exchange rate fluctuations arise.
Exchange rate exposures are managed with the use of
natural hedges where possible and with the use of financial
instruments where benefit outweighs cost within approved
policy parameters. During the current and prior year no
derivative instruments were used to manage foreign
exchange risk.
Exposure
The carrying amount in Australian dollars of the Group’s
monetary assets and liabilities denominated in currencies
other than Australian dollars at the reporting date are as per
the table below. Non-Australian dollar liabilities include trade
creditors and borrowings recorded in Australian as well as
non-Australian entities. Non-Australian dollar assets
include cash on hand and debtors recorded in Australian as
well as non-Australian entities. Any fluctuation in exchange
rates relative to the Australian dollar will cause the below
assets and liabilities to change in value.
Liabilities
Assets
2024
2023
2024
2023
$'000
$'000
$'000
$'000
United States Dollars
17,331
16,958
53,524
63,255
Euro
1,232
863
12,839
10,066
South African Rand
755
680
7,119
5,259
Canadian Dollars
1,311
2,089
13,934
13,234
Chilean Pesos
609
667
6,147
8,017
Norwegian Krone
793
1,172
2,751
6,894
Argentine Pesos
43
47
1,704
2,237
Other
384
620
9,204
8,785
Sensitivity
The Group is mainly exposed to United States Dollars, Euro and Canadian Dollars, Chilean Pesos and Norwegian Krone. The table
below shows the Group’s main exposure to foreign currency transactional risk (Australian dollar equivalent) and the effect on profit
or loss and equity had exchange rates been 10% higher or lower than the year end rate with all other variables held constant.
United States Dollar Impact
Canadian Dollar Impact
2024
2023
2024
2023
$'000
$'000
$'000
$'000
10% increase
3,619
4,630
1,262
1,114
10% decrease
(3,619)
(4,630)
(1,262)
(1,114)
Euro Impact
Chilean Pesos Impact
2024
2023
2024
2023
$'000
$'000
$'000
$'000
10% increase
1,161
920
554
735
10% decrease
(1,161)
(920)
(554)
(735)
Norwegian Krone Impact
2024
2023
$'000
$'000
10% increase
196
572
10% decrease
(196)
(572)
IMDEX LIMITED
and its controlled entities
DEBT & CAPITAL
95
3.4
Financial risk management (continued)
Sensitivity (continued)
The following table details the Group’s sensitivity to a 100% (2023: 100%) increase or decrease in the Australian Dollar against
Argentine Pesos which is experiencing hyperinflation.
Argentine Pesos Impact
2024
2023
$'000
$'000
100% increase
1,660
2,189
100% decrease
(1,660)
(2,189)
Profit / (loss) impacts are mainly attributable to exposure on cash, trade receivables and payables at the reporting date
denominated in the applicable foreign currency.
Interest rate risk management
The Group’s cash flow is exposed to interest rate risk as entities in the Group borrow, lend and deposit funds at floating rates of
interest. The following table details the Group’s pre-tax loss sensitivity to a 1% increase and decrease in variable interest rates:
Consolidated Impact
2024
2023
$ '000
$ '000
Increased interest rate
(1,277)
(1,613)
Decreased interest rate
1,277
1,613
Credit risk management
The Group’s maximum exposure to credit risk is the carrying
amount of those assets as indicated in the statement of financial
position. Credit risk on financial instruments refers to the
potential financial loss to the Group that may result from
counterparties failing to meet their contractual obligations. The
Group manages its counterparty risk by limiting its transactions
to counterparties of sound credit worthiness. The Group faced
no significant credit exposures at the balance date.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with
the Board of Directors, who monitors short, medium and long
term liquidity requirements through the use of financial models.
The treasury function reports regularly to key management
personnel and the Board on matters affecting liquidity risk. The
Group manages liquidity risk by maintaining adequate reserves,
banking
facilities
and
reserve
borrowing
facilities
by
continuously monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities.
At 30 June 2024 the Company/Group has undrawn facilities of
$28.6 million (2023: $16.2 million).
Maturity of financial liabilities
The following tables detail the Company’s and the Group’s
remaining contractual maturity for its non–derivative financial
liabilities. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the
earliest date on which the Group may be required to pay. The
table includes both interest and principal cash flows.
Average effective
interest rate
0-3 months
3 months to
1 year
1-5 years
5+ years
Total
%
$’000
$’000
$’000
$’000
$’000
2024
Trade and other payables
-
43,902
-
-
-
43,902
Lease liabilities
5.4%
1,656
4,968
26,841
18,124
51,589
Borrowings
8.9%
7,000
21,000
54,138
-
82,138
52,558
25,968
80,979
18,124
177,629
2023
Trade and other payables
-
46,823
-
-
-
46,823
Lease liabilities
4.6%
2,177
6,530
24,393
21,388
54,488
Borrowings
5.8%
7,000
21,000
95,048
-
123,048
56,000
27,530
119,441
21,388
224,359
IMDEX LIMITED
and its controlled entities
DEBT & CAPITAL
96
3.4
Financial risk management (continued)
Maturity of financial assets
The following tables detail the Company’s and the Group’s remaining contractual maturity for its financial assets. The tables have
been drawn up based on the undiscounted cash flows of financial assets including interest that will be earned on those assets
except where the Company/Group anticipates that the cash flow will occur in a different period.
Average
effective
interest
rate
0-3 months
3 months
to 1 year
1-5 years
5+ years
Total
%
$’000
$’000
$’000
$’000
$’000
2024
Trade and other receivables
90,646
-
-
-
90,646
Non-current assets - other
-
-
2,612
-
2,612
Cash and cash equivalents
4.7%
47,132
-
-
-
47,132
137,778
-
2,612
-
140,390
2023
Trade and other receivables
90,072
-
-
-
90,072
Non-current assets - other
-
-
4,635
-
4,635
Cash and cash equivalents
1.6%
58,128
-
-
-
58,128
148,200
-
4,635
-
152,835
Non- derivative financial instruments
Recognition and measurement
Financial instruments are initially measured at cost on trade
date, which includes transaction costs, when the related
contractual rights or obligations exist. Subsequent to initial
recognition these instruments are measured as set out below.
The classification depends on the nature and purpose of the
financial assets and is determined at the time of initial
recognition. All regular purchases or sales of financial assets
are recognised and derecognised on a trade date basis, where
the purchase or sale of an investment is under a contract
whose terms require delivery of the investment within the
timeframe established by the market concerned.
Fair value of financial Instruments
The Directors consider that the carrying amount of financial
assets and liabilities recorded in the financial statements
represents or approximate their respective fair values.
3.5
Commitments for expenditure
Capital expenditure commitments
At 30 June 2024 the Group had $0.5 million capital
commitments (2023: $4.2 million).
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
97
4.1
Trade and other receivables
2024
2023
Notes
$’000
$’000
Current
Trade receivables
(i)
96,487
92,374
Less allowance for expected credit losses
(iii)
(9,498)
(6,670)
86,989
85,704
Other receivables and accrued income
3,657
4,368
(ii)
90,646
90,072
(i) The average credit period on sales of goods is approximately 60 days. Trade receivables are interest free unless outside of terms at which point
interest may be charged.
(ii) The net carrying amount of trade and other receivables approximates their fair values.
(iii) Movement in the loss allowance
Balance at the beginning of the year
6,670
3,951
Acquisition of subsidiaries
-
1,422
Written off during the year
(787)
(361)
Allowance for expected credit losses
2.3
3,615
1,658
Balance at the end of the year
9,498
6,670
The Expected Credit Loss (ECL) calculation for trade receivables considers both quantitative information from historic losses as
well as qualitative information on different debtor profiles. The provision rates are based on days past due for groupings of
various customer segments that have similar loss patterns. The assessment of the correlation between historical loss rates,
forecast economic conditions and ECLs is a significant estimate. The Group’s historical credit loss experience and forecast of
economic conditions may also not be representative of customer’s actual default in the future. The concentration of credit risk is
limited due to the customer base being large and unrelated. Accordingly, the Directors believe that there is no further credit
provision required in excess of the loss allowance above.
The Group does not hold any collateral over these balances.
4.2
Inventories
2024
2023
$’000
$’000
Current
Raw materials
3,659
4,170
Work in progress
1,650
1,072
Finished goods(i)
57,698
62,215
63,007
67,457
(i)
The prior period amounts have been restated as a result of finalising the purchase price allocation for the Devico acquisition (refer to Note
5.2).
Inventories are valued at the lower of cost or net realisable value. Costs, including an appropriate portion of fixed and
variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of
inventory, with the majority being valued on a first in first out basis. Net realisable value represents the estimated selling price
less all estimated costs of completion and costs necessary to make the sale.
Inventory includes an allowance for slow moving and obsolete stock of $5.8 million (2023: $3.9 million).
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
98
4.3
Property, plant and equipment
Plant and
Equipment at
cost
Leasehold
Improvements
at cost
Capital Works in
Progress at cost
TOTAL
Notes
$’000
$’000
$’000
$’000
2024
Cost
171,040
13,504
2,033
186,577
Accumulated depreciation and impairment loss
(121,606)
(8,403)
-
(130,009)
Total carrying value
49,434
5,101
2,033
56,568
Movement
Carrying amount at the beginning of the year(ii)
53,632
2,099
2,145
57,876
Additions/transfers within property, plant and
equipment(i)
24,671
4,636
16
29,323
Depreciation expense
2.3
(26,483)
(1,640)
-
(28,123)
Foreign currency exchange differences
(2,386)
6
(128)
(2,508)
Carrying amount at the end of the year
49,434
5,101
2,033
56,568
2023
Cost
148,755
8,862
2,145
159,762
Accumulated depreciation and impairment loss
(95,123)
(6,763)
-
(101,886)
Total carrying value
53,632
2,099
2,145
57,876
Movement
Carrying amount at the beginning of the year
49,877
2,531
3,130
55,538
Additions/transfers within property, plant and
equipment(i)
21,294
588
(940)
20,942
Acquisition of subsidiaries(ii)
5.2
8,108
-
-
8,108
Depreciation expense
2.3
(25,454)
(999)
-
(26,453)
Foreign currency exchange differences
(193)
(21)
(45)
(259)
Carrying amount at the end of the year(ii)
53,632
2,099
2,145
57,876
(i) Includes external purchase and direct cost associated with internally manufactured plant and equipment.
(ii) The prior period amounts have been restated as a result of finalising the purchase price allocation for the Devico acquisition (refer to Note 5.2).
Property, plant and equipment
Plant and equipment and leasehold improvements are stated at
cost less accumulated depreciation and impairment. Cost
includes expenditure that is directly attributable to the
acquisition of the item. In the event that settlement of all or part
of the purchase consideration is deferred, cost is determined by
discounting the amounts payable in the future to their present
value as at the date of acquisition.
The gain or loss arising on disposal or retirement of an item of
property, plant and equipment is determined as the difference
between the sales proceeds and the carrying amount of the
asset and is recognised in profit or loss.
Capital works in progress
Capital works in progress in the course of construction for
production or supply purposes, or for purposes not yet
determined, are carried at cost, less any recognised impairment
loss. Cost includes professional fees and, for qualifying assets,
borrowing costs capitalised in accordance with the Group’s
accounting policy.
Depreciation
Depreciation is calculated on a straight-line basis in order to
write off the net cost of each asset over its expected useful life
to its estimated residual value. Leasehold improvements are
depreciated over the estimated useful life, using the straight-line
method. The estimated useful lives and depreciation method are
reviewed at the end of each annual reporting period, with the
effect of any changes recognised on a prospective basis. The
annual depreciation rate for plant and equipment is 20% to 33%
and the annual depreciation rate for leasehold improvement is
10% to 33%. Depreciation of capital works in progress, on the
same basis as other property, plant and equipment assets,
commences when the assets are ready for their intended use.
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
99
4.4
Leases
Right of use assets
Notes
Land and
Buildings
Motor
Vehicles
Other
TOTAL
$’000
$’000
$’000
$’000
2024
Cost
48,786
7,512
1,629
57,927
Accumulated depreciation
(15,794)
(3,914)
(619)
(20,327)
Total carrying value
32,992
3,598
1,010
37,600
Movement
Carrying amount at the beginning of the year
26,199
3,395
2,526
32,120
Additions
10,203
2,196
1,641
14,040
Disposals
(649)
(143)
(1,805)
(2,597)
Lease remeasurements
3,172
48
-
3,220
Depreciation
2.3
(5,768)
(1,913)
(1,325)
(9,006)
Foreign currency exchange differences
(165)
15
(27)
(177)
Carrying amount at the end of the year
32,992
3,598
1,010
37,600
2023
Cost
38,525
6,370
5,238
50,133
Accumulated depreciation
(12,326)
(2,975)
(2,712)
(18,013)
Total carrying value
26,199
3,395
2,526
32,120
Movement
Carrying amount at the beginning of the year
24,425
2,998
766
28,189
Additions
696
1,741
3,232
5,669
Acquisition of subsidiaries
7,422
15
-
7,437
Disposals
(896)
(26)
(1)
(923)
Lease remeasurements
(816)
61
88
(667)
Other
(81)
-
(318)
(399)
Depreciation
2.3
(4,424)
(1,493)
(1,240)
(7,157)
Foreign currency exchange differences
(127)
99
(1)
(29)
Carrying amount at the end of the year
26,199
3,395
2,526
32,120
Lease liabilities
2024
2023
Notes
$’000
$’000
Opening
38,300
34,651
Additions
14,019
5,670
Acquisition of subsidiaries
5.2
-
7,437
Disposal of lease liability
(2,263)
(1,073)
Lease remeasurements
3,220
(667)
Repayments
(10,014)
(9,275)
Accretion of interest
2.3
2,411
1,681
Net foreign exchange differences
(158)
(124)
Carrying amount at 30 June
45,515
38,300
Current
5,795
5,789
Non-current
39,720
32,511
Carrying amount at 30 June
45,515
38,300
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
100
4.4
Leases (continued)
The table below presents the contractual undiscounted cash flows associated with the Group’s lease liabilities, representing
principal and interest. The figures will not necessarily reconcile with the amounts disclosed in the consolidated statement of
financial position.
2024
2023
$’000
$’000
Due for payment in:
1 year or less
6,624
8,706
1-2 years
9,826
8,112
2-3 years
9,254
6,253
3-4 years
4,551
5,332
4-5 years
3,210
4,697
More than 5 years
18,124
21,388
51,589
54,488
The Group recognises a Right-of-Use asset at the
commencement date of the lease, initially measured at the
present value of the future lease payments, with the right-of-
use asset adjusted by the amount of any lease payments pre-
commencement date plus any make good obligations.
The Right-of-Use asset is depreciated over the shorter of the
asset’s useful life and the term of the lease, on a straight-line
basis. The useful life is within the range from 1-20 years.
Lease Liabilities
At the commencement date of a lease, the Group recognises
and measures the lease liability at the present value of lease
payments that are unpaid at that date.
The lease payments include:
•
Fixed payments, offset by any lease incentives
receivable;
•
Variable lease payments linked to an index or rate;
•
Exercise price of a purchase option (where the Group
is reasonably certain to exercise that option); and
•
Payment of penalties for terminating the lease (where
the life of the lease has assumed termination).
Lease liabilities are remeasured when there is a change in
future lease payments resulting from a change in an index or
rate, or a change in the assessed lease term. A corresponding
adjustment is made to the carrying amount of the right of use
asset, or is recorded in profit or loss if the carrying amount
has been reduced to zero.
For short-term leases (lease term of 12 months or less) and
leases of low-value assets (which includes tablets and
personal computers, small items of office furniture and
telephones), the Group has opted to recognise a lease
expense on a straight-line basis as permitted by AASB 16. This
expense is presented within ‘other expenses’ in profit or loss
(2024: $1.9 million, 2023: $1.7 million).
Key Estimates and Judgements
(a) Control
Judgement is required to assess whether a contract is or
contains a lease at inception by assessing whether the Group
has the right to direct the use of the identified asset and
obtain substantially all the economic benefits of the use of
that asset.
(b) Lease term
Judgement is required when assessing the term of the lease
and whether to include optional extension and termination
periods. Option periods are only included in determining the
lease term at inception when they are reasonably certain to
be exercised. Lease terms are reassessed when a significant
change in circumstances occurs.
The Group included the renewal period as part of the lease
term for the lease of the corporate head office and the lease
of the Western Australian manufacturing and distribution
facility, as both properties were purpose built for the Group
and the extensions of these leases is reasonably certain.
Renewal options for motor vehicles are not included as part
of the lease term because the Group typically leases vehicles
for not more than five years and is not likely to exercise any
renewal options.
(c) Discount rates
Judgement is required to determine the discount rate, where
the discount rate is the Group’s incremental borrowing rate if
the rate implicit in the lease cannot be readily determined.
The incremental borrowing rate is determined with reference
to the Group’s borrowing portfolio at the inception of the
arrangement or the time of the modification. Refer to Note
3.2 Borrowings for the effective interest rate during the year.
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
101
4.5
Intangible assets
Goodwill
Intellectual
property and
other
intangibles
Software (ii)
TOTAL
Notes
$’000
$’000
$’000
$’000
At cost
325,332
137,826
18,472
481,630
Accumulated amortisation
(23,160)
(7,596)
(30,756)
Accumulated impairment losses
(24,295)
(12,113)
-
(36,408)
Net carrying amount as at 30 June 2024
301,037
102,553
10,876
414,466
Movement
As at 30 June 2023
301,646
114,038
11,159
426,843
Additions
-
657
3,529
4,186
Amortisation expense
2.3
-
(12,129)
(3,790)
(15,919)
Foreign currency exchange differences
(609)
(13)
(22)
(644)
As at 30 June 2024
301,037
102,553
10,876
414,466
At cost
325,941
136,659
14,968
477,568
Accumulated amortisation
-
(10,508)
(3,809)
(14,317)
Accumulated impairment losses
(24,295)
(12,113)
-
(36,408)
Net carrying amount as at 30 June 2023
301,646
114,038
11,159
426,843
Movement
As at 30 June 2023
62,200
28,546
7,047
97,793
Additions
-
201
6,012
6,213
Acquisition of assets/subsidiary (i)
5.2
238,938
97,200
-
336,138
Amortisation expense
2.3
-
(5,592)
(1,986)
(7,578)
Reclassified as held for sale(iii)
4.9
-
(6,970)
-
(6,970)
Foreign currency exchange differences
508
653
86
1,247
As at 30 June 2023
301,646
114,038
11,159
426,843
(i)
The prior period amounts have been restated as a result of finalising the purchase price allocation for the Devico acquisition (refer to Note
5.2).
(ii)
Software includes $3.4 million of software under development and therefore, not yet in use at 30 June 2024 (30 June 2023: $2.6 million).
(iii)
Intangible assets of $6.97 million in relation to the MAGHAMMER technology were reclassified to an Asset Held for Sale at 30 June 2023.
During the current year, these assets ceased to be classified as held for sale and were fully impaired. Refer Note 4.9 for further details.
The assessment of goodwill and its impairment is undertaken at the Operating Segment level (as shown below), except for the Devico
Group which for the purposes of the 30 June 2023 financial statements, has been assessed for impairment separately due to the
proximity of the acquisition to reporting date. We have allocated the Devico Group goodwill to the Operating Segments for the
purpose of the 30 June 2024 financial statements impairment testing on the basis that the accounting is finalised.
2024
2023
$’000
$’000
Africa / Europe
57,474
8,182
Asia Pacific
70,917
33,658
Americas
172,646
20,868
Devico
-
238,938
301,037
301,646
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
102
4.5
Intangible assets (continued)
Intellectual property and other intangibles
Intellectual property and other intangibles with a finite useful
life were acquired in the Devico acquisition (completed
February 2023, refer note 5.2) as well as MinePortal, Flexidrill
and AusSpec acquisitions completed in previous periods.
These intangible assets are amortised on a straight-line basis
over the estimated useful life (up to 15 years). Amortising
intangible assets are tested for impairment whenever there is
an indication that the asset may be impaired.
Software
The Group capitalises development expenditure for internally
generated software. Development expenditure is capitalised
only if it can be measured reliably, the project or process is
technically and commercially feasible, future economic
benefits are probable and the Group intends to and has
sufficient resources to complete development and to use or
sell the asset. Otherwise, it is recognised in profit or loss as
incurred. Subsequent to initial recognition, development
expenditure is measured at cost less accumulated
amortisation and any accumulated impairment losses.
Software assets with a finite life are amortised on a straight-
line basis over their expected useful life to the Group, being
up to 5 years. Expenditure on capitalised software is
capitalised only when it increases the future economics of the
specific asset to which it relates and which the Group
controls. All other expenditure is expensed as incurred.
SaaS arrangements are service contracts providing the Group
with the right to access the cloud provider’s application
software over the contract period. Costs incurred to configure
or customise, and the ongoing fees to obtain access to the
cloud provider's application software, are recognised as
operating expenses when the services are received.
Significant accounting estimates and assumptions
Management reviews the appropriateness of useful lives of
assets at least annually, any changes to useful lives may affect
prospective amortisation rates and asset carry values.
Goodwill
Goodwill arising in a business combination is recognised as an
asset at the date that control is acquired. Where the fair value
of the consideration paid for a business acquisition exceeds
the fair value of the identifiable assets acquired and liabilities
assumed, the difference is treated as goodwill.
Goodwill is not amortised but is tested for impairment at least
annually.
Impairment testing of assets
IMDEX assesses impairment at the Operating Segment level
for Goodwill. Goodwill exists in relation to three Segments:
Asia Pacific, Africa / Europe and Americas.
IMDEX assesses impairment at the Cash Generating Unit
(CGU) level for fixed assets and other intangible assets. A CGU
is the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from
other assets or groups of assets. CGUs identified are at a
lower level than each Operating Segment (based on regional
hubs).
The Group has five CGUs: Asia Pacific, Europe, Africa, North
America and South America.
The Group reviews the carrying amounts of its CGU’s at each
reporting period, to determine whether there is any
indication that those assets have suffered an impairment loss.
If any such indication exists, a formal estimate of the asset’s
recoverable amount is calculated.
Recoverable amount is the higher of Fair Value Less Costs to
Sell and Value in Use. In assessing Value in Use, the estimated
future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific
to the asset for which the estimates of future cash flows have
not been adjusted.
If the carrying amount of the CGU exceeds its recoverable
amount, the asset or CGU is written down and an impairment
loss is recognised in the income statement. Where an
impairment loss subsequently reverses, the carrying amount
of the asset is increased to the revised estimate of its
recoverable amount, but only to the extent that the increased
carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been
recognised for the asset in prior years.
Significant accounting estimates and assumptions
The determination of impairment involves the use of
judgements and estimates that include, but are not limited
to, the cause, timing and measurement of the impairment.
Goodwill is tested at least annually and where there is an
indicator of impairment through testing of the Operating
Segments (groups of CGU’s) to which the goodwill has been
allocated.
Fixed assets and other intangible assets are grouped into
CGUs that have been identified as being the smallest
identifiable group of assets that generate cash flows, which
are independent of cash flows of other assets or groups of
assets. The determination of these CGUs is based on
management’s judgement in regard to shared infrastructure,
geographical proximity, and similar exposures to market risk
and materiality.
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
103
4.5
Intangible assets (continued)
Significant accounting estimates and assumptions
(continued)
Determining whether goodwill, intangibles and fixed assets
are impaired requires an estimation of the “Value in Use” of
the Operating Segment or CGU to which these assets are
attributable. The Value in Use calculation requires the entity
to estimate the future cash flows expected to arise from the
Operating Segment or CGU and a suitable discount rate to
calculate present value. A forward-looking estimation of this
nature is inherently uncertain.
Management is required to make significant judgements
concerning the identification of impairment indicators, such
as changes in competitive positions, expectations of growth,
increased cost of capital, and other factors that may indicate
impairment. In addition, management is also required to
make significant estimates regarding future cash flows and
the determination of fair values when assessing the
recoverable amount of assets (or group of assets). Inputs into
these valuations require assumptions and estimates to be
made about forecast earnings before interest and tax and
related future cash flows, growth rates, applicable discount
rates, useful live and residual values.
IMDEX’s forecasted results reflect the activity levels within
the minerals industry. The judgements, estimates and
assumptions used in assessing impairment are management’s
best estimates based on current and forecast market
conditions. Changes in economic and operating conditions
impacting these assumptions could result in changes in the
recognition of impairment charges in future periods.
Management has considered a range of external, internal and
other indicators that may indicate some level of impairment
at the individual asset level. These include evidence of
obsolescence or physical damage of an asset, and evidence
available from internal reporting that indicates that the
economic performance of an asset is, or will be, worse than
expected.
Value in Use assessments and sensitivities:
Inputs to impairment calculations
For Value in Use calculations, cash flow projections are based
on IMDEX’s corporate plans and business forecasts prepared
by management and approved by the Board for the 2024
financial year.
The key assumptions impacting the discounted cashflow
models used to determine the Value in Use for each CGU
were as follows:
•
Revenue growth has been based on a range of growth
rates. Initial rates are based on the FY24 Budget approved
by the Board of Directors;
•
Subsequent growth rates are within the range included in
the Corporate Valuation Model up to the terminal (5
years) period;
•
Cash flows beyond the five-year period are extrapolated
using an estimated growth rate of 2.5% (FY23: 2.5%),
which is based on Group estimates, taking into
consideration historical performance as well as expected
long-term operating conditions to arrive at a terminal
value. Growth rates do not exceed the consensus
forecasts of the long-term average growth rate for the
industry in which the CGU operates.
•
Capital investment for the 2024 financial year is based on
the forecasted numbers approved by the Board of
Directors. Going forward to terminal date, capital
investment gradually increases each year so that it equals
the replacement cost of assets, excluding growth capital
investment by terminal date;
•
Tax rates used were the Group’s effective tax rate; and
•
Post-tax discount rates used were country risk adjusted
and based on data supplied by external sources and
ranged from 12.3% to 19.6% (FY23: 11.6% to 21.2%).
Other assumptions are determined with reference to internal
and external sources of information.
Increases in discount rates or changes in other key
assumptions, such as operating conditions or financial
performance, may cause the recoverable amounts to fall
below carrying values. Management have considered various
reasonably possible sensitivities in the Value in Use
assessment, with changes to the following key assumptions:
•
Increase/decrease of 1% to the post-tax discount rate.
•
Increase/decrease of 1% to the terminal growth rate.
•
Increase/decrease of 5% in operating margins.
The above sensitivities have been performed in isolation, with
all other assumptions in the Value in Use assessment held
constant. No reasonably possible change made to these key
assumptions has given rise to an impairment. However,
forward looking estimation of this nature is inherently
uncertain and the outcomes of these sensitivities may vary in
the future.
Impairment losses recognised by cash generating unit:
There have been no impairment losses for any CGU in the
current or prior year.
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
104
4.6
Trade & other payables
2024
2023
Notes
$’000
$’000
Trade payables
(i)(iii)
13,312
20,811
Accruals and other payables
(ii)
30,590
26,012
43,902
46,823
(i)
Trade payables are interest free for periods ranging from 30 to 180 days. Thereafter interest may be charged at commercial rates. The
carrying amount of trade payables approximates their fair values due to their short-term nature. The consolidated entity has financial
risk management policies in place to endeavour to pay all payables within the credit timeframe.
(ii)
Accruals and other payables include a $3.6 million accrual for the FY24 STI bonuses (30 June 2023: $5.3 million).
(iii)
The prior period amounts have been restated as a result of finalising the purchase price allocation for the Devico acquisition (refer to
Note 5.2).
4.7
Provisions
2024
2023
$’000
$’000
Current provisions
Employee entitlements
8,247
7,773
Others
28
200
8,275
7,973
Non-current provisions
Employee entitlements
368
293
Provisions are recognised when the Group has a present
obligation (legal or constructive), as a result of a past event,
it is probable that the Group will be required to settle the
obligation, and a reliable estimate can be made of the
amount of the obligation.
When some or all of the economic benefits required to settle
a provision are expected to be recovered from a third party,
the receivable is recognised as an asset if it is virtually certain
that recovery will be received and the amount of the
receivable can be measured reliably.
Employee entitlements
Provision is made for benefits accruing to employees in
respect of wages and salaries, annual leave, long service
leave, sick leave and related on costs when it is probable that
settlement will be required and they are capable of being
measured reliably.
Provisions made in respect of employee benefits expected to
be settled within the short term, are measured at their
nominal values using the remuneration rate expected to
apply at the time of settlement.
Provisions made in respect of employee benefits which are
not expected to be settled within the short term are
measured as the present value of the estimated future cash
outflows to be made by the Group in respect of services
provided by employees up to reporting date.
Expected future payments are discounted using market yields
at the reporting date on high quality corporate bonds with
terms to maturity and currencies that match, as closely as
possible, the estimated future cash outflows.
Termination benefit
A liability for a termination benefit is recognised at the earlier
of when the entity can no longer withdraw the offer of the
termination benefit and when the entity recognises any
related restructuring costs.
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
105
4.8
Investment in associates
2024
2023
$’000
$’000
Group’s carrying amount of the investment
Krux Analytics Inc
4,931
6,614
Datarock Holdings Pty Ltd
6,340
7,257
11,271
13,871
Group’s total share of loss for the period
Krux Analytics Inc
(1,820)
(399)
Datarock Holdings Pty Ltd
(1,401)
(1,273)
(3,221)
(1,672)
Krux Analytics Inc
The Group acquired a 40% interest in Krux Analytics Inc (“Krux”) on 24 April 2023 for $6.9 million cash including transaction costs.
Krux, a Canadian-based software company, has developed market leading drilling analytics software, focusing on the collection and
analysis of exploration and production drilling data in real time.
The parties have negotiated an arrangement that is likely to result in IMDEX acquiring the remaining 60% of equity in Krux, or
alternatively, acquiring Krux’s material assets. As part of the Shareholders’ Agreement, Krux shareholders have been granted a Put
Option to require IMDEX to acquire the remaining shares at an agreed market value on 30 April 2026, which is based on a revenue
multiple applied to the prior 12 months revenue, with the amount payable subject to the overall cap. The final purchase will be
funded by cash reserves or the combination of cash reserves and issue of IMDEX’s shares. In the event the Put Option is not exercised,
the parties have agreed a mechanism whereby IMDEX can acquire all of Krux’s assets and liabilities at 60% of the Put Option price at
its discretion. This mechanism creates a forward contract. The term of this mechanism means that the Put Option is likely to be
exercised. As such, no value has been assigned to the asset purchase arrangement. The value of the Put Option is determined by the
potential variances between the amount payable under the contract and the market value of Krux at that time. IMDEX has assessed
that the agreed revenue multiple is a market multiple and accordingly it has attributed no value to the Put Option.
The Group’s interest in Krux is accounted for using the equity method in the consolidated financial statements. The Group’s share of
profit or loss of an associate is shown on the face of the statement of profit or loss. The Group accounts for additional interests in its
investments in associates by recognising the difference between the consideration paid for the additional interest and the fair value
of the additional share of net assets as notional intangible assets. Krux’s financial year end is March.
The following table illustrates the summarised financial information of the Group’s investment in Krux:
2024
2023
$’000
$’000
Net assets/(liabilities)
(2,172)
855
Group’s share in net assets/(liabilities) – 40%
(869)
342
Notional intangible assets
5,800
6,272
Group’s carrying amount of the investment
4,931
6,614
Income Statement
Revenue
3,729
529
Net loss for the period
(3,383)
(731)
Group’s share of loss for the period
(1,353)
(293)
Amortisation of the notional intangible assets
(467)
(106)
Group’s total share of loss for the period
(1,820)
(399)
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment
in the associate is impaired. There has been no impairment loss in the current year.
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
106
4.8
Investment in associates (continued)
The associate had no material contingent liabilities or capital commitments as at 30 June 2024.
During the current period, the Group provided loan facility up to CAD$0.5 million to Krux which is to be repaid by January 2026. The
loan is accounted as a financial asset measured at amortised cost and the balance of the loan receivable from Krux is CAD$0.5 million
at the end of June 2024. The undrawn balance is nil at 30 June 2024.
Datarock Holdings Pty Ltd
The Group acquired a 30% interest in Datarock Holdings Pty Ltd (“Datarock”) on 23 November 2021 for $5.7 million cash. Datarock
is an Australian-based mining technology company servicing the global exploration and mining sector. Datarock’s product suite, both
existing and planned, complements IMDEX’s software offering and strengthens the Group’s cloud-based platform (IMDEX HUB-IQTM)
to deliver real-time rock knowledge answer products.
On 1 November 2022 and 19 May 2023, Datarock exercised first and second equity call options available under the Datarock
Shareholder Agreement and Shareholder Agreement Variation Deed, which resulted in IMDEX acquiring an additional 10.9% and
8.2% in the issued capital of Datarock in exchange for additional investments in Datarock of $2.0 million and $1.5 million respectively,
taking IMDEX’s total ownership interest in Datarock to 49.1%.
In February 2024, the Group exercised the first Step-Up Option to increase the ownership in interest in Datarock to 51%.
IMDEX holds the option to acquire the remaining interest in Datarock over the next two years, subject to Datarock achieving agreed
strategic milestones. Nil value has been assigned to these step-up options as the purchase price is aligned with market value.
The Group’s interest in Datarock is accounted for using the equity method in the consolidated financial statements. The Group’s
share of profit or loss of an associate is shown on the face of the statement of profit or loss. The Group accounts for additional
interests in its investments in associates by recognising the difference between the consideration paid for the additional interest and
the fair value of the additional share of net assets as notional intangible assets.
The following table illustrates the summarised financial information of the Group’s investment in Datarock:
2024
2023
$’000
$’000
Net assets/(liabilities)
1,799
(4,049)
Group’s share in net assets/(liabilities) – (2024:51% and 2023: 49.1%)
917
(2,108)
Notional intangible assets
5,423
9,365
Group’s carrying amount of the investment
6,340
7,257
Income Statement
Revenue
6,048
4,595
Net loss for the period
(3,141)
(1,356)
Group’s share of loss for the period
(1,583)
(460)
Amortisation of the notional intangible assets(i)
182
(813)
Group’s total share of loss for the period
(1,401)
(1,273)
(i)
The current period amortisation of the notional intangible assets included a true up adjustment on opening balance of carrying amount of
the investment of $0.6 million.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment
in the associate is impaired. There has been no impairment loss in the current year.
The financial statements of the associate are prepared for the same reporting period as the Group. The associate had no material
contingent liabilities or capital commitments as at 30 June 2024.
During the current period, the Group provided loan facility up to $3.0 million to Datarock which is to be repaid by September 2026.
The loan is accounted as a financial asset measured at fair value through profit and loss and the balance of the loan receivable from
Datarock is $1.0 million at the end of June 2024. The undrawn balance is $2.0 million at 30 June 2024.
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
107
4.8
Investment in associates (continued)
Significant accounting estimates and assumptions
The valuation of Krux and Datarock Options involves the use of judgements and estimates that include but are not limited to the
estimation of future amounts payable as part of the acquisitions and future market value of these businesses.
The amount payable is determined based on a revenue multiple applied to the prior 12 months revenue at the time of the acquisition.
Management has assessed that the agreed revenue multiple is a market multiple and accordingly it has attributed no value to the
Options.
Judgement is required in determining whether IMDEX has significant influence or control of its investment in associates. In making
this determination IMDEX examines key factors such as its ownership percentage, board structure and its ability to direct the
decisions of the investment.
4.9
Assets classified as held for sale
At 30 June 2023 the Group had taken the decision to pursue divestment options for the commercialisation of the MAGHAMMER
technology which resulted in the major classes of assets associated with the MAGHAMMER technology being classified as held for
sale. During the year, the Group continued to progress the divestment of MAGHAMMER however the intended sales did not occur.
Growing uncertainty in global macro conditions plus increasing funding costs and inflationary pressures in the first half of the year
saw interest levels to acquire the technology at this time decline from initial positive indications reflective of the technical merit of
the technology earlier in the year. Acknowledging the conditions are not conducive to a sale at this time, the Group has recognised
an impairment loss on the carrying value of the major classes of assets associated with the MAGHAMMER technology as outlined
below:
2024
2023
$’000
$’000
Assets
Intangible assets
6,970
6,970
Inventory
399
381
Impairment
(7,369)
-
Total assets classified as held for sale
-
7,351
IMDEX LIMITED
and its controlled entities
OTHER
108
5.1
Taxation
2024
2023
$’000
$’000
Income tax expense recognised in the income statement
Tax expense comprises:
Current tax expense
26,839
24,280
Deferred tax expense/(benefit) relating to the origination and reversal of
temporary differences
(5,001)
(2,646)
Losses brought to account from prior year
-
(56)
Under/(over) relating to R&D credits
(2,153)
(1,365)
Under/(over) provision in prior year income tax
(1,951)
(611)
Total tax expense
17,734
19,602
Income tax expense recognised in equity
Deferred tax expense/(benefit) relating to the origination and reversal of
temporary differences
(3,689)
(1,354)
Prima facie income tax expense on pre-tax accounting profit from continuing
operations reconciles to income tax expense in the financial statements as follows:
Profit before tax from continuing operations
50,133
54,597
Income tax expense calculated at 30% (i)
15,040
16,379
Tax losses not recognised or impaired
481
-
Other deferred tax assets brought to account
-
(56)
Derecognition of deferred tax assets
-
63
Other non-deductible and non-assessable items
10,366
8,408
Tax rate differential arising from foreign entities
(4,049)
(3,216)
Under/(over) relating to R&D credits
(2,153)
(1,365)
Under/(over) provision in prior year income tax
(1,951)
(611)
At the effective income tax rate of 35% (2023: 36%)
17,734
19,602
(i)
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits
under Australian law. There has been no change in the corporate tax rate when compared with the previous reporting year.
IMDEX LIMITED
and its controlled entities
OTHER
109
5.1
Taxation (continued)
Recognised Current and Deferred Tax Balances
2024
2023
$’000
$’000
Current tax assets and liabilities
Current tax receivable
4,915
6,981
Current tax payable
(9,181)
(8,916)
Deferred tax balances
Deferred tax assets comprise balances that relate to:
Provisions(i)
7,694
6,161
Inventory(i)
4,776
4,803
Property, plant and equipment
13,323
10,674
Right of use assets
(9,231)
(6,579)
Lease liabilities
11,555
8,519
Carry forward tax losses
687
1,474
Unrealised FX
(612)
(1,644)
Intangible assets
(25,487)
(28,842)
Others
16,644
10,315
Net deferred tax balances
19,349
4,881
Deferred tax assets(i)
44,837
34,410
Deferred tax liabilities
(25,488)
(29,529)
Net deferred tax balances(i)
19,349
4,881
(i)
The prior period amounts have been restated as a result of finalising the purchase price allocation for the Devico acquisition (refer to
Note 5.2).
2024
2023
$’000
$’000
Unrecognised Deferred Tax Assets
Deferred Tax Assets in respect of unrecognised tax losses
1,202
1,255
Current tax
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from profit as reported in the
income statement because of items of income or expense
that are taxable or deductible in other periods and items that
are never taxable or deductible. The Company and the
Group’s liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the end
of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in
the computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is
probable that taxable profits will be available against which
those deductible temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognised if the
temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences associated with investments in subsidiaries,
except where the Company and the Group is able to control
the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such
investments and interests are only recognised to the extent
that it is probable that there will be sufficient taxable
profits against which to utilise the benefits of the
temporary differences and they are expected to reverse in
the foreseeable future.
The carrying amount of deferred tax assets is reviewed at
the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profits
will be available to allow all or part of the asset to be
recovered.
IMDEX LIMITED
and its controlled entities
OTHER ASSETS & LIABILITIES
110
5.1
Taxation (continued)
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and
tax laws) that have been enacted or substantively enacted by
the end of the reporting period. The measurement of
deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which
the Company and the Group expects, at the end of the
reporting period, to recover or settle the carrying amount of
its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes
levied by the same taxation authority and the Company and
the Group intends to settle its current tax assets and liabilities
on a net basis.
Current and deferred tax for the period
Current and deferred tax are recognised as an expense or
income in profit or loss, except when they relate to items that
are recognised outside profit or loss (whether in other
comprehensive income or directly in equity), in which case
the tax is also recognised outside profit or loss, or where they
arise from the initial accounting for a business combination.
In the case of a business combination, the tax effect is
included in the accounting for the business combination.
Relevance of tax consolidation to the Group
The Company and its wholly-owned Australian resident
entities are an income tax consolidated group and are taxed
as a single entity. IMDEX Limited is the head company of the
Australian tax consolidated group.
Tax expense/income, deferred tax liabilities and deferred tax
assets arising from temporary differences in the members of
the tax-consolidated group are recognised in the separate
financial statements of the members of the tax-consolidated
group using the ‘separate taxpayer within Group’ approach
by reference to the carrying amounts in the separate financial
statements of each entity and the tax values applying under
tax consolidation.
Current tax liabilities and assets and deferred tax assets
arising from unused tax losses and relevant tax credits of the
members of the tax-consolidated group are recognised by
the Company (as head entity in the tax-consolidated group).
Due to the existence of a tax funding arrangement between
the entities in the tax-consolidated Group, amounts are
recognised as payable to or receivable by the Company and
each member of the Group in relation to tax amounts paid or
payable between the parent entity and the other members of
the tax consolidated Group in accordance with the
arrangement.
Significant accounting estimates and assumptions
A net deferred tax asset of $19.3 million has been recognised
on the face of the Consolidated Statement of Financial
Position. The largest components of this asset are the future
tax benefits available to the Group in respect of unused tax
losses, identified intangible assets as a result of the
acquisition and temporary differences between the
recording of expenses for accounting purposes and the
claiming of a deduction for the expense for taxation
purposes. These tax benefits will be realised over the coming
years when future taxable profits are available against which
the unused tax losses can be utilised and as temporary
differences move. This net asset has been raised as it is
considered more likely than not that it will be realised due to
trading and/or sale of assets. In making this assessment of
likelihood, a forward-looking estimation of tax payments and
the likelihood of business success needs to be made. A
forward-looking estimation of this nature is inherently
uncertain.
As part of the process for preparing the Group’s financial
statements, management is required to calculate income tax
accruals. This process involves estimating the current tax
exposures together with assessing temporary differences
resulting from differing treatment of items for tax and
accounting purposes. These differences result in deferred tax
assets and liabilities, which are included in the Consolidated
Statement of Financial Position.
While the Group aims to ensure the accruals for its tax
liabilities are accurate, the process of agreeing tax liabilities
with the relevant tax authorities can take time. Management
estimate is therefore required in determining the provision
for income tax and the recognition of deferred tax assets and
liabilities and therefore the actual tax liabilities could differ
from the amounts accrued.
IMDEX LIMITED
and its controlled entities
OTHER
111
5.2
Acquisition of subsidiaries/assets
Acquisition of Devico AS (Subsidiaries)
On 28 February 2023 (Completion), the Group acquired 100 per cent of the issued share capital of Devico AS (“Devico”), incorporated
and headquartered in Norway. Finalisation of the purchase price accounting was completed during the current period, resulting in
retrospective changes to the provisional fair values presented in the 30 June 2023 Financial Report.
Details of the revised net identifiable assets and goodwill are as follows:
Final
Provisional
Change
$’000
$’000
$’000
Consideration
Cash
322,408
322,408
-
Equity instruments
12,990
12,990
-
Total consideration
335,398
335,398
-
Fair value of net assets of business acquired
Cash
17,113
17,113
-
Trade and other receivables
13,666
13,666
-
Inventory
9,393
10,563
(1,170)
Tax receivables
834
979
(145)
Other current assets
1,655
1,655
-
Property, plant and equipment (“PPE”)
8,108
8,417
(309)
Right-of-use assets
7,437
7,437
-
Intangibles
97,200
97,200
-
Deferred tax assets
2,873
2,278
595
Trade and other payables
(7,236)
(6,732)
(504)
Lease liabilities
(7,437)
(7,437)
-
Borrowings
(8,814)
(8,814)
-
Deferred tax liability
(29,160)
(29,160)
-
Provisions
(1,050)
(1,050)
-
Tax liabilities
(8,122)
(3,680)
(4,442)
Total fair value of net assets of business acquired
96,460
102,435
(5,975)
Goodwill arising on acquisition
238,938
232,963
5,975
The finalisation of acquisition accounting resulted in a number of fair value adjustments completed during the measurement period,
including the review of inventory provision, impairment on the PPE, retention bonus and review of the tax provision relating to
potential historical tax risks in South America. The final acquisition fair values include an adjustment relating to a potential historical
tax risks of $1.5 million in Canada identified subsequent to the issuance of the half year report. This has a corresponding impact to
the goodwill.
Critical accounting judgements and estimates
Judgement is required in determining whether an intangible asset is identifiable and should be recorded separately from goodwill.
Additionally, estimating the acquisition-date fair values of the identifiable assets acquired and liabilities assumed involves
considerable judgment. The necessary measurements are based on information available on the acquisition date and are based on
expectations and assumptions that have been deemed reasonably by management.
Acquisition of MinePortal (Assets)
In the prior period, the Group finalised an Asset Purchase Agreement (“APA”) to acquire the MinePortal software from Californian-
based DataCloud International Inc (“DataCloud”).
The total purchase consideration comprises a combination of cash and equity. The Group has paid $8.0 million in cash in September
2021 and issued 1,578,117 million of IMDEX Limited ordinary shares on each of the first and second anniversary of completion on 17
September 2022 and 17 September 2023. The balance of the transaction is payable by the issue of IMDEX shares, with an option to
settle the payment by equivalent cash value based on the prevailing share price at the date of the third anniversary (at IMDEX’s
discretion), as set out below:
IMDEX LIMITED
and its controlled entities
OTHER
112
5.2
Acquisition of subsidiaries/assets (continued)
•
The issue of 2,104,156 million of IMDEX Limited ordinary shares upon the third anniversary of completion (“Tranche 3”).
Tranche 3 is applicable if revenue from the DataCloud assets achieves the target agreed between the parties by the third
anniversary of completion. If this revenue target is not achieved no shares will be issued in Tranche 3.
During the current period, MinePortal software has been commercialised to visualise the data and Answer Products that are
generated from the BLASTDOG solution.
5.3
Parent entity & subsidiary information
The ultimate parent entity in the Group is IMDEX Limited, a company incorporated in Western Australia.
The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the
same as those applied in the consolidated financial statements.
Financial Position
2024
2023
$’000
$’000
Assets
Current Assets
56,709
25,340
Non-Current Assets
437,331
486,902
Total Assets
494,040
512,242
Liabilities
Current Liabilities
41,524
38,736
Non-Current Liabilities
58,492
102,546
Total Liabilities
100,016
141,282
Net Assets
394,024
370,960
Equity
Issued Capital
409,546
401,163
Reserves
19,425
16,087
Accumulated Losses
(34,947)
(46,290)
Total Equity
394,024
370,960
Financial Performance
2024
2023
$’000
$’000
Profit for the year
29,723
18,377
Other comprehensive income, net of income tax
-
-
Total comprehensive profit
29,723
18,377
Retained loss at the beginning of the financial year
(46,290)
(49,523)
Profit for the year
29,723
18,377
Dividend paid
(18,380)
(15,144)
Retained loss at the end of the financial year
(34,947)
(46,290)
30 June 2024
30 June 2023
$’000
$’000
Guarantee provided under the deed of cross guarantee
181,396
176,273
IMDEX LIMITED
and its controlled entities
OTHER
113
5.3
Parent entity & subsidiary information (continued)
Subsidiaries
Ownership Interest
Country of
2024
2023
Notes
Incorporation
%
%
Parent Entity
Imdex Limited
(i)(ii)(iii)
Australia
Controlled Entities
Australian Mud Company Pty Ltd
(ii)(iii)
Australia
100
100
Samchem Drilling Fluids & Chemicals (Pty) Ltd
South Africa
100
100
Imdex International Pty Ltd
(ii)(iii)
Australia
100
100
Imdex Africa Pty Ltd
(ii)(iii)
Australia
100
100
Imdex Technologies Pty Ltd
(ii)(iii)
Australia
100
100
Imdex Global Operations Pty Ltd
(ii)(iii)
Australia
100
100
Reflex Instruments Asia Pacific Pty Ltd
(ii)(iii)
Australia
100
100
Imdex Canada Limited (previously “Reflex Instrument
North America Ltd”)
(viii)
Canada
100
100
Reflex Instrument South America SPA
(vii)
Chile
100
100
Reflex Instruments Europe Ltd
United Kingdom
100
100
AMC Europe GmbH
Germany
100
100
Flexit Australia Pty Ltd
(ii)(v)
Australia
-
100
Imdex South America S.A.
Chile
100
100
AMC Chile S.A.
(vii)
Chile
-
100
AMC Reflex Argentina S.A.
Argentina
100
100
AMC Reflex Peru S.A.C.
Peru
100
100
Imdex USA Inc
United States of America
100
100
Imdex Technologies USA LLC
United States of America
100
100
AMC USA LLC
United States of America
100
100
Reflex USA LLC
United States of America
100
100
Imdex DO Brasil Industria e Comercio Ltda
Brazil
100
100
Imdex Global B.V.
Netherlands
100
100
AMC Drilling Fluids & Products – Mexico S. de RL de C.V. Mexico
Mexico
100
100
AMCREFLEX CIA LTDA
Ecuador
100
100
Flexidrill Limited
New Zealand
100
100
Flexidrill Construction Limited
New Zealand
100
100
AusSpec International Limited
New Zealand
100
100
Devico AS
(iv)
Norway
100
100
Devico Finland OY
(iv)
Finland
100
100
Devico Bulgaria EOOD
(iv)
Bulgaria
100
100
Devico Sweden AB
(iv)
Sweden
100
100
Devico International Operations AS
(iv)
Norway
100
100
Devico Mexico
(iv)
Mexico
100
100
Devico USA AS
(iv)
Norway
100
100
Devico Canada Inc
(iv)(viii)
Canada
-
100
TECH Directional Services Inc
(iv)(viii)
Canada
-
100
SurveyTech Instruments & Service Inc
(iv)(viii)
Canada
-
100
Devico Australia Pty Ltd
(iv)(vi)
Australia
-
100
DHS (Aust) Pty Ltd
(ii)(iv)
Australia
100
100
Devico Asia Company Limited
(iv)
China
100
100
Devico Chile
(iv)
Chile
100
100
STYRDCD SAC
(iv)
Peru
100
100
Styr Brazil Perfuracoes
(iv)
Brazil
100
100
DevicoEC. S.A.
(iv)
Ecuador
100
100
IMDEX LIMITED
and its controlled entities
OTHER
114
5.3
Parent entity & subsidiary information (continued)
(i)
IMDEX Limited is the ultimate parent company and is the head entity within the tax consolidated group.
(ii)
These companies are part of the Australian tax consolidated group.
(iii)
These wholly-owned subsidiaries entered into a deed of cross guarantee with Imdex Limited pursuant to ASIC Corporations (Wholly -
owned Companies) Instrument 2016/785 and are relieved from the requirement to prepare and lodge an audited financial report.
Australian Mud Company Pty Ltd became a party to the deed on 29 Jun 2006, Imdex International Pty Ltd on 20 Oct 2006, Reflex
Instruments Asia Pacific Pty Ltd on 14 Sep 2007, Imdex Africa Pty Ltd on 15 June 2023, Imdex Technologies Pty Ltd on 15 June 2023 and
Imdex Global Operations Pty Ltd on 15 June 2023.
(iv)
These entities were acquired on 28 February 2023.
(v)
This entity was deregistered on 10 July 2023.
(vi)
This entity was deregistered on 30 August 2023.
(vii)
These entities were merged to Reflex Instrument South America SPA on 1 December 2023.
(viii)
These entities were amalgamated to Imdex Canada Limited on 1 January 2024.
The consolidated income statement of the entities which are party to the deed of cross guarantee are:
Income Statement
2024
2023
$’000
$’000
Profit before income tax expense
3,772
7,037
Income tax benefit
8,509
2,500
Profit for the year
12,281
9,537
Retained loss at the beginning of the financial year
(37,827)
(32,220)
Dividends paid
(18,380)
(15,144)
Net profit
12,281
9,537
Retained loss at the end of the financial year
(43,926)
(37,827)
IMDEX LIMITED
and its controlled entities
OTHER
115
5.3
Parent entity & subsidiary information (continued)
The consolidated statement of financial position of the entities which are party to the deed of cross guarantee are:
Balance Sheet
2024
2023
$’000
$’000
Current assets
Cash and cash equivalents
18,919
19,682
Trade and other receivables
43,412
33,622
Inventories
27,072
29,490
Other
8,272
3,739
Total current assets
97,675
86,533
Non-current assets
Other financial assets
412,586
430,224
Property, plant and equipment
14,135
9,220
Right-of-use assets
14,898
13,650
Other intangible assets
9,321
9,885
Deferred tax assets
19,439
7,927
Investment in an associate
6,341
7,257
Loans to associates
1,039
-
Total non-current assets
477,759
478,163
Total assets
575,434
564,696
Current liabilities
Trade and other payables
34,018
25,713
Lease liabilities
2,249
1,743
Current borrowings
28,000
28,000
Provisions
5,831
5,518
Total current liabilities
70,098
60,974
Non-current liabilities
Other financial liabilities
36,953
2,172
Lease liabilities
19,839
17,786
Borrowings
54,138
95,048
Provisions
368
293
Total non-current liabilities
111,298
115,299
Total liabilities
181,396
176,273
Net assets
394,038
388,423
Equity
Contributed capital
409,511
40,1128
Employee equity-settled benefits reserve
21,217
17,880
Foreign currency translation reserve
7,236
7,242
Accumulated loss
(43,926)
(37,827)
Total equity
394,038
388,423
IMDEX LIMITED
and its controlled entities
OTHER
116
5.4
Reserves
The individual financial statements of each group entity are
presented in the currency of the primary economic
environment in which the entity operates (its functional
currency). For the purpose of the consolidated financial
statements, the results and financial position of each entity
are expressed in Australian dollars, which is the functional
currency of IMDEX, and the presentation currency for the
consolidated financial statements.
In preparing the financial statements of the individual
entities, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the
rates of exchange prevailing on the dates of the transactions.
At each balance sheet date, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at
the balance sheet date. Non-monetary items carried at fair
value that are denominated in foreign currencies are
retranslated at the rates prevailing on the date when the fair
value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are
not retranslated.
Exchange differences are recognised in profit or loss in the
period in which they arise except for exchange differences
on monetary items receivable from or payable to a foreign
operation for which settlement is neither planned or likely to
occur, which form part of the net investment in a foreign
operation, and which are recognised in the foreign currency
translation reserve and recognised in profit or loss on
disposal of the net investment.
On consolidation, the assets and liabilities of the Group’s
foreign operations are translated into Australian dollars at
exchange rates prevailing on the balance sheet date. Income
and expense items are translated at the average exchange
rates for the period, unless exchange rates fluctuated
significantly during that period, in which case the exchange
rates at the dates of the transactions are used.
Exchange differences arising, if any, are classified as equity
and transferred to the Group’s translation reserve. Such
exchange differences are recognised in profit or loss in the
period in which the foreign operation is disposed.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity on or after the date of
transition to A-IFRS are treated as assets and liabilities of the
foreign entity and translated at exchange rates prevailing at
the reporting date. Goodwill arising on acquisitions before
the date of transition to A-IFRS is treated as an Australian
dollar denominated asset.
Equity-settled performance rights with employees and
others providing similar services are measured at the fair
value of the equity instrument at the grant date. Fair value
is measured by the use of the Black-Scholes Model, Binomial
Tree Method or Monte-Carlo Simulation as appropriate. The
expected life used in the model has been adjusted, based
on management’s best estimate, for the effects of non-
transferability,
exercise
restrictions,
and
behavioural
considerations.
The fair value determined at the grant date of the
performance right is expensed over the vesting period, based
on the Group’s estimate of shares that will eventually vest.
At each reporting date, the Group revises its estimate of the
number of performance rights expected to vest. The impact
of the revision of the original estimates, if any, is recognised
in profit or loss over the remaining vesting period, with a
corresponding adjustment to the employee equity-settled
benefits reserve.
Performance Rights Plan
At the Imdex Limited Annual General Meeting on 15 October
2009 the Shareholders approved the formation of a
Performance Rights Plan (PRP or Plan) and subsequently
renewed at the Annual General Meeting on 18 October 2012,
20 November 2015, 4 October 2018 and 7 October 2021. The
Plan allows for the issue of performance rights to employees
from time to time. The quantum of performance rights
granted to employees is at the discretion of the Directors and
is generally based on seniority and level of contribution to the
strategic goals of IMDEX. A performance right is the right to
receive one fully paid IMDEX ordinary share for nil
consideration should set hurdles be achieved and tenure of
employment be maintained. The hurdles are set by the
Directors when performance rights are issued and are
generally linked to the achievement of financial or other
strategic goals of IMDEX.
IMDEX LIMITED
and its controlled entities
OTHER
117
5.4
Reserves (continued)
Performance rights granted in the current and prior year
Item
FY24 STI
Award
FY24 LTI
Award
FY24
Integration
Award
FY23 LTI
Award
FY23 STI
Award
FY23
Devico
KMP
Award
FY22 LTI
Award -
Executives
FY22 LTI
Award -
Employees
FY22 STI CEO
Award
Exercise price
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Number of rights
granted
548,553
4,329,340
7,045,192
3,826,242
1,404,328
2,694,166
1,464,179
1,783,958
214,396
Grant date
01-Jul-23
28-Aug -23
1-Jul-23
15-Aug-22
01-Jul-22
28-Feb-23
12-Aug-21
16-Aug-21
25-Jun-21
Commencement of
measurement period
01-Jul-23
01-Jul-23
1-Jul-23
01-Jul-22
01-Jul-22
28-Feb-23
01-Jul-21
01-Jul-21
12-Aug-21
Performance period
(years)
2
3
3
3
2
3
3
3
3
Remaining performance
period (years)
1
2
2
1
-
1.7
-
-
1.12
Vesting date
1-July-25
1-Jul-26
1-Jul-26
1-Jul-25
1-July-24
28-Feb-26
1-Jul-24
1-Jul-24
11-Aug-24
Vesting conditions
Note 2
Note 1
Note 5
Note 1
Note 2
Note 3
Note 1
Note 1
Note 4
Valuation per right at
grant date
$2.208
$1.109
$0.889
$1.528
$1.834
$2.254
$1.835
$2.185
$1.859
Estimated total cost
$1,211,204
$4,013,298
$6,289,008
$4,941,113
$2,575,538
$6,072,649
$2,301,140
$3,361,200
$188,562
Current period cost
$605,602
$1,295,293
$2,096,336
$1,371,614
$949,848
$2,027,910
$708,631
$765,126
$62,854
Note 1.
4,329,340 performance rights were issued to employees in September 2023 (3,826,242 were issued in 2022 and 3,248,137 were issued in 2021) (50%
based on Relative TSR, 20% based on absolute EPS and 30% based on strategic measures). Upon successful achievement of the hurdles, allotment of
these performance rights will occur in September 2026 (once the 2026 financial year independent audit report is signed).
Exercise of the performance rights at the end of the 3-year period will commence when the Company’s performance (as calculated by the Performance
Measures) is at 50% and above. At 50%, the allocation will be 50% of the total entitlement. This entitlement increases on a linear scale and achieves
100% entitlement when the Company’s performance is at the 75th percentile.
The number of Relative TSR Rights and EPS Rights that vest is based on the Relative TSR performance against a peer group consisting of the ASX300
Resources Index and against absolute EPS performance over the 3-year measurement period. The Strategic Rights vest subject to growth in new
businesses from transformational (non-core) revenue linked to the transformational (non-core) component of the research and development budget.
Performance relating to the Strategic Rights is assessed by the Board of Imdex at the end of the performance period.
Note 2.
The Company provides an option for employees to defer a component of their STI award in exchange for the award of additional performance rights
(STI Award). STI Awards for senior management will be deferred automatically (50% of the STI outcome). STI Awards vest over a 12-month period
subject to continued employment with the Company.
Note 3.
The Company has issued management rights to key management personnel of Devico AS. The management rights are subject to the continuous
employment with the Company for three years following completion of the acquisition, as well as achievement of agreed performance milestones.
The current period cost is included in Devico integration costs (refer to Note 2.5 Individually Significant Items).
Note 4.
The CEO Rights vest subject to the continued service of the holder over three years from the date of issue of the CEO Rights.
Note 5.
7,045,192 performance rights were issued to employees in July 2023 (67% based on performance criteria relating to IMDEX’s share price hurdle and
33% based on continued employment). Upon successful achievement of the hurdles, allotment of these performance rights will occur in September
2026 once the financial year independent audit report is signed.
IMDEX LIMITED
and its controlled entities
OTHER
118
5.4
Reserves (continued)
Outstanding Performance Rights
2024
Grant Date
Expiry
Date
Exercise
Price
$
Estimated Number of Performance Rights
Market
value at
grant date
$
Opening
balance
Granted
Satisfied by
the
allotment of
shares
Expired ^
Closing
balance
FY21 LTI
Jul-20
Jul-23
-
1.047
3,033,265
-
(1,769,719)
(1,263,546)
-
FY22 LTI
Aug-21
Jul-24
-
2.027
2,945,287
-
-
(127,470)
2,817,817
FY22 STI CEO
Jun-21
Aug-24
-
1.859
214,396
-
-
-
214,396
FY23 LTI
Aug-22
Jul-25
-
1.528
3,678,129
-
-
(250,901)
3,427,228
FY22 STI
Jul-21
Jul-22
-
1.979
1,725,606
-
(1,725,606)
-
-
FY23 Devico KMP
Feb-23
Feb-26
-
2.254
2,694,166
-
-
-
2,694,166
FY23 STI
Jul-22
Jul-23
-
1.834
-
1,353,336
-
(57,947)
1,295,389
FY24 LTI
Oct-23
Jul-26
-
1.109
-
4,329,340
-
(137,452)
4,191,888
FY24 Integration
Jul-23
Jul-26
-
0.889
-
7,045,192
-
-
7,045,192
2023
Grant Date
Expiry
Date
Exercise
Price
$
Estimated Number of Performance Rights
Market
value at
grant
date $
Opening
balance
Granted
Satisfied by
the
allotment of
shares
Expired ^
Closing
balance
FY20 LTI
Jul-19
Jul-22
-
1.109
2,607,691
(1,773,545)
(834,146)
-
FY20 MD LTI
Oct-19
Jul-22
-
1.109
127,602
(127,602)
-
FY21 LTI
Jul-20
Jul-23
-
1.047
3,153,582
(120,317)
3,033,265
FY22 LTI
Aug-21
Jul-24
-
2.027
3,037,887
(92,600)
2,945,287
FY22 STI CEO
Jun-21
Aug-24
-
1.859
214,396
-
214,396
FY23 LTI
Aug-22
Jul-25
-
1.528
-
3,826,242
(148,113)
3,678,129
FY22 STI
Jul-21
Jul-22
-
1.979
-
1,742,657
(17,051)
1,725,606
FY23 Devico KMP
Feb-23
Feb-26
-
2.254
-
2,694,166
-
2,694,166
^ - Performance rights expire either on failure to maintain employment tenure or on failure to satisfy performance hurdles.
Significant accounting estimates and assumptions
Share-based payments recorded for the performance rights are subject to estimation as they are calculated using the Black-Scholes
option pricing, Binomial Tree Method or Monte-Carlo Simulation model, as appropriate, which is based on significant assumptions
such as volatility, dividend yield, expected term and forfeiture rate.
IMDEX LIMITED
and its controlled entities
OTHER
119
5.5
Contingent assets & liabilities
There are no contingent liabilities or contingent assets at balance date, other than the legal proceedings and claims settled by the
subsequent event disclosed in note 5.9.
5.6
Key management personnel compensation
The aggregate compensation of the Key management personnel of the Group and the Company is set out below:
2024
2023
$
$
Short-term employee benefits
2,985,470
3,454,475
Post-employment benefits
137,500
137,500
Other long-term benefits
88,738
77,146
Share-based payments
2,208,970
833,649
5,420,678
4,502,770
5.7
Related party transactions
Other than the loans provided to Krux and Datarock (refer to Note 4.8), there are no material transactions and balances with key
management personnel and their related parties during the current period.
5.8
Auditor’s remuneration
The auditor of IMDEX is Deloitte Touche Tohmatsu.
During the year, the following fees were paid or were payable for services provided by the auditor of the parent entity and its
related practices:
2024
2023
Notes
$
$
Deloitte and related network firms
Audit or review of the financial report
- Group
689,644
562,960
- Subsidiaries
431,969
372,100
1,121,613
935,060
Other assurance and agreed-upon procedures under other legislation or
contractual arrangements
-
14,904
Other services:
- Tax and corporate compliance services
3,100
3,896
- Legal services
9,717
3,151
- Other services
(i)
-
11,000
12,817
18,047
1,134,430
968,011
Other auditors and their related network firms
Audit or review of the financial report
- Subsidiaries
219,402
176,798
Other services:
- Accounting and other services
6,773
3,444
6,773
3,444
226,175
180,242
(i)
FY23: Accounting advice services.
IMDEX LIMITED
and its controlled entities
OTHER
5.9
Subsequent events
On 7 March 2024, Imdex announced it had received the benefit of a determination by the Federal Court in case NSD 1089/2016
where Globaltech Corporation Pty Ltd (Globaltech) was ordered to pay AU$7.96m (excluding legal costs) to IMDEX subsidiary,
Australian Mud Company Pty Ltd.
On 15 April 2024, Imdex announced that Globaltech had been placed into voluntary administration on 12 April 2024.
As a result of the voluntary administration process, IMDEX entered into a deed of company administration (DOCA) with the
Administrators on 31 July 2024. This DOCA was subsequently challenged by a number of Boart Longyear companies, with the court
scheduling a hearing in mid-October to determine the outcome of the challenge.
On 16 August 2024, the parties agreed to settle all of the global disputes and have entered into a binding settlement agreement
which includes transfer of certain intellectual property to Imdex; new supply agreements between the parties; and a $10m payment
to IMDEX. As a result, all global proceedings commenced by either party, including those in Canada, Australia and South Africa will
be discontinued or brought to a final determination without any order for compensation and Boart Longyear will drop the challenge
to, and agree to support, IMDEX’s DOCA for Globaltech.
In addition to the above, and subject to IMDEX’s DOCA for Globaltech being finalised, all of Globaltech’s patents and trademarks will
be incorporated as part of IMDEX’s intellectual property portfolio.
Other than the events disclosed above, there have been no matters or circumstances that have arisen since the end of the financial
year that have significantly affected, or may significantly affect, the operations of the Group, the result of these operations, or the
state of affairs of the Group in future financial years.
120
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Dear Directors
Auditor’s Independence Declaration to IMDEX Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of
independence to the directors of IMDEX Limited.
As lead audit partner for the audit of the financial report of IMDEX Limited for the year ended 30 June 2024, I declare
that to the best of my knowledge and belief, there have been no contraventions of:
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
Peter Rupp
Partner
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Tower 2
Brookfield Place
123 St Georges Terrace
Perth WA 6000
GPO Box A46
Perth WA 6837 Australia
Tel: +61 8 9365 7000
Fax: +61 8 9365 7001
www.deloitte.com.au
The Board of Directors
IMDEX Limited
216 Balcatta Road
Balcatta WA 6021
20 August 2024
121
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of IMDEX Limited (the “Company”) and its subsidiaries (the “Group”) which
comprises the consolidated statement of financial position as at 30 June 2024, consolidated statement of profit or loss
and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement
of cash flows for the year then ended, and notes to the financial statements, including material accounting policy
information, and other explanatory information, the directors’ declaration on page 75 and the Consolidated Entity
Disclosure Statement on pages 128 to 129.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for
the year then ended; and
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We
are independent of the Group in accordance with the auditor independence requirements of the Corporations Act
2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial report for the current period. These matters were addressed in the context of our audit of the financial report
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Tower 2
Brookfield Place
123 St Georges Terrace
Perth WA 6000
GPO Box A46
Perth WA 6837 Australia
Tel: +61 8 9365 7000
Fax: +61 8 9365 7001
www.deloitte.com.au
Independent Auditor’s Report
to the Members of IMDEX Limited
Key Audit Matter
How the scope of our audit responded to the Key Audit
Matter
FinalisaƟon of the acquisiƟon of Devico AS
As disclosed in Note 5.2 the acquisition of Devico AS (Devico)
was completed during the prior year on 28 February 2023 for
total purchase consideration of $335.4 million. The acquisition
was provisionally accounted for as at 30 June 2023 and
finalised during the current period ended 30 June 2024.
As a result of the finalisation of the acquisition accounting the
following balances were impacted with a resulting net increase
in goodwill by $6.0 million to $238.9 million:
•
Increase in Tax liabiliƟes relaƟng to potenƟal historical
tax risks in Canada and South America ($4.4 million)
•
ReducƟon in Inventory ($1.2 million)
•
ReducƟon in Property, Plant & Equipment ($0.3 million)
•
Increase in Trade and other payables ($0.5 million)
•
Increase in Deferred tax assets ($0.6 million)
•
ReducƟon in Tax receivables ($0.1 million)
Significant judgement was required in assessing the
appropriateness of the adjustments to the goodwill, including:
•
Concluding on the idenƟficaƟon and valuaƟon of the
adjustments to the idenƟfiable assets acquired
•
Assessing the impact of the adjustments on associated
tax balances
•
Reviewing the underlying assumpƟons and inputs used
in the valuaƟon model
Our procedures performed included, but were not limited to:
•
In conjuncƟon with our taxaƟon specialists, assessing the
competence and experience of management’s experts
and evaluaƟng the tax risks supporƟng the increase in
tax liabiliƟes;
•
In conjuncƟon with our valuaƟon specialists, performing
audit procedures to evaluate and challenge
management’s adjustments to the final purchase price
allocaƟon;
•
In conjuncƟon with our valuaƟon specialists, performing
a review of the model supporƟng the value of the
intangible assets acquired, including tesƟng the
mechanical accuracy of the model;
•
Reviewing the documentaƟon supporƟng the remaining
adjustments to and final determinaƟon of goodwill; and
•
Assessing the adequacy of the disclosures in notes 5.2.
Other Information
The directors are responsible for the other information. The other information comprises the information included in
the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our auditor’s
report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible:
For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true
and fair view of the financial position and performance of the Group in accordance with Australian Accounting
Standards; and
For such internal control as the directors determine is necessary to enable the preparation of the financial report
in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and
performance of the Group, and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial report of the current period and are therefore the key audit matters. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 58 to 74 of the Annual Report for the year ended 30 June
2024.
In our opinion, the Remuneration Report of IMDEX Limited, for the year ended 30 June 2024, complies with section
300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
Peter Rupp
Partner
Chartered Accountants
Perth, 20 August 2024
126
127
Body corporates
Tax residency
Entity name
Entity type
Country of
incorporation
% of share
capital
held
Australian or
foreign
Foreign
jurisdiction
Imdex Limited
Body corporate
Australia
N/A
Australian(i)
N/A
Australian Mud Company Pty Ltd
Body corporate
Australia
100
Australian(i)
N/A
Samchem Drilling Fluids & Chemicals (Pty) Ltd
Body corporate
South Africa
100
Foreign
South Africa
Imdex International Pty Ltd
Body corporate
Australia
100
Australian(i)
N/A
Imdex Africa Pty Ltd
Body corporate
Australia
100
Australian(i)
N/A
Imdex Technologies Pty Ltd
Body corporate
Australia
100
Australian(i)
N/A
Imdex Global Operations Pty Ltd
Body corporate
Australia
100
Australian(i)
N/A
Reflex Instruments Asia Pacific Pty Ltd
Body corporate
Australia
100
Australian(i)
N/A
Imdex Canada Limited (previously “Reflex
Instrument North America Ltd”)
Body corporate
Canada
100
Foreign
Canada
Reflex Instrument South America SPA
Body corporate
Chile
100
Foreign
Chile
Reflex Instruments Europe Ltd
Body corporate
United
Kingdom
100
Foreign
United
Kingdom
AMC Europe GmbH
Body corporate
Germany
100
Foreign
Germany
Imdex South America S.A.
Body corporate
Chile
100
Foreign
Chile
AMC Reflex Argentina S.A.
Body corporate
Argentina
100
Foreign
Argentina
AMC Reflex Peru S.A.C.
Body corporate
Peru
100
Foreign
Peru
Imdex USA Inc
Body corporate
United States
of America
100
Foreign
United
States of
America
Imdex Technologies USA LLC
Body corporate
United States
of America
100
Foreign
United
States of
America
AMC USA LLC
Body corporate
United States
of America
100
Foreign
United
States of
America
Reflex USA LLC
Body corporate
United States
of America
100
Foreign
United
States of
America
128
Body corporates
Tax residency
Entity name
Entity type
Country of
incorporation
% of share
capital held
Australian or
foreign
Foreign
jurisdiction
Imdex DO Brasil Industria e Comercio
Ltda
Body corporate
Brazil
100
Foreign
Brazil
Imdex Global B.V.
Body corporate
Netherlands
100
Foreign
Netherlands
AMC Drilling Fluids & Products – Mexico
S. de RL de C.V. Mexico
Body corporate
Mexico
100
Foreign
Mexico
AMCREFLEX CIA LTDA
Body corporate
Ecuador
100
Foreign
Ecuador
Flexidrill Limited
Body corporate
New Zealand
100
Foreign
New Zealand
Flexidrill Construction Limited
Body corporate
New Zealand
100
Foreign
New Zealand
AusSpec International Limited
Body corporate
New Zealand
100
Foreign
New Zealand
Devico AS
Body corporate
Norway
100
Foreign
Norway
Devico Finland OY
Body corporate
Finland
100
Foreign
Finland
Devico Bulgaria EOOD
Body corporate
Bulgaria
100
Foreign
Bulgaria
Devico Sweden AB
Body corporate
Sweden
100
Foreign
Sweden
Devico International Operations AS
Body corporate
Norway
100
Foreign
Norway
Devico USA AS
Body corporate
Norway
100
Foreign
Norway
Devico Mexico
Body corporate
Mexico
100
Foreign
Mexico
DHS (Aust) Pty Ltd
Body corporate
Australia
100
Australia(i)
N/A
Devico Asia Company Limited
Body corporate
China
100
Foreign
China
Devico Chile
Body corporate
Chile
100
Foreign
Chile
STYRDCD SAC
Body corporate
Peru
100
Foreign
Peru
Styr Columbia
Body corporate
Columbia
100
Foreign
Columbia
Styr Brazil Perfuracoes
Body corporate
Brazil
100
Foreign
Brazil
DevicoEC. S.A.
Body corporate
Ecuador
100
Foreign
Ecuador
(i)
This entity is part of a tax-consolidated group under Australian taxation law, for which Imdex Limited is the head entity.
(ii)
Imdex Limited Equity Plan Trust is registered in Australia and it is an employee share trust investing in shares of Imdex
Limited on behalf of the participants in the Performance Rights Plan.
129
IMDEX Annual Report 2024
Corporate Information
SHAREHOLDER INFORMATION
IMDEX Annual Report 2024
Registered Company Name:
IMDEX Limited
ABN:
78 008 947 813
Exchange:
Listed on the Australian Securities Exchange (ASX)
ASX Code:
IMD
Listing Date:
24 September 1987
Registered Head Office:
216 Balcatta Road, Balcatta, Western Australia 6021
Registered PO Box:
PO BOX 1262, Osborne Park, Western Australia 6916
Telephone:
+61 (8) 9445 4010
Email:
imdex@imdexlimited.com
Web Address:
www.imdex.com
Bank Institutions:
Commonwealth Bank of Australia
Auditors:
Deloitte Touche Tohmatsu
Legal Advisors:
Gilbert & Tobin
Share Registry:
Computershare
130
131
IMDEX Annual Report 2024
Top 20 Largest
Shareholders as of
30 June 2024
Rank
Name
% ISC
1
L1 Capital Pty Ltd.
12.9%
2
Fidelity Management & Research Company LLC
6.8%
3
Yarra Funds Management Limited
5.0%
4
The Vanguard Group, Inc.
3.6%
5
Tribeca Investment Partners Pty Ltd.
3.2%
6
MFS Investment Management
2.7%
7
Celeste Funds Management Limited
2.4%
8
Spheria Asset Management Pty Limited
2.1%
9
State Street Global Advisors Australia Ltd.
2.0%
10
Cbus Super
1.9%
11
Regal Funds Management Pty. Ltd.
1.9%
12
DFA Australia Ltd.
1.8%
13
Norges Bank Investment Management (NBIM)
1.8%
14
Vanguard Investments Australia Ltd.
1.8%
15
BlackRock Institutional Trust Company, N.A.
1.7%
16
Pie Funds Management Limited
1.6%
17
Apis Capital Advisors LLC
1.6%
18
Ausbil Investment Management Limited
1.5%
19
Vinva Investment Management Limited
1.3%
20
Fidelity Institutional Asset Management
1.3%
IMDEX Annual Report 2024
7/5/2024
Macquarie Australia Conference Presentation 2024
15/4/2024
Core Orientation Judgement Update - Globaltech into V.A.
20/3/2024
Change of Director's Interest Notice
20/3/2024
CFO Announcement
7/3/2024
Patented core orientation technology - Award of damages
29/2/2024
Initial Director's Interest Notice
29/2/2024
Director Appointment/Resignation
19/2/2024
IMDEX 1H FY24 Results Teleconference and Webcast Script
19/2/2024
Dividend/Distribution - IMD
19/2/2024
IMDEX 1H FY24 Results Presentation
19/2/2024
IMDEX 1H FY24 Results Announcement
19/2/2024
Half Yearly Report and Accounts
19/1/2024
1H24 Results Teleconference and Webcast Details
21/11/2023
Becoming a substantial holder
30/11/2023
Appendix 3B & CEO share activity update
13/11/2023
Director Appointment/Resignation
13/11/2023
Initial Director's Interest Notice
31/10/2023
Change of Director's Interest Notice
31/10/2023
CEO Trading Update
26/10/2023
Investor Webinar Presentation
24/10/2023
Final Director's Interest Notice
Key Announcements
IMDEX Annual Report 2024
132
IMDEX Annual Report 2024
19/10/2023
Results of Meeting
19/10/2023
2023 AGM and 1Q24 Update - Chairman and CEO Scripts
19/10/2023
2023 AGM and 1Q24 Update - Chairman and CEO Presentation
31/10/2023
Change of Director's Interest Notice
31/10/2023
CEO Trading Update
26/10/2023
Investor Webinar Presentation
24/10/2023
Final Director's Interest Notice
19/10/2023
Results of Meeting
19/10/2023
2023 AGM and 1Q24 Update - Chairman and CEO Scripts
19/10/2023
2023 AGM and 1Q24 Update - Chairman and CEO Presentation
18/9/2023
CEO Trading Update
15/9/2023
Ivan Gustavino to retire as a Non-Executive Director
6/9/2023
Change of Director's Interest Notice
31/8/2023
Details of Share Registry address
28/8/2023
FY23 Results Teleconference and Webcast Script
28/8/2023
Dividend/Distribution - IMD
28/8/2023
IMDEX FY23 Full Year Results Presentation
28/8/2023
Annual Report to shareholders
28/8/2023
IMDEX FY23 Results Announcement
28/8/2023
Appendix 4G and Corporate Governance Statement
28/8/2023
Preliminary Final Report
28/7/2023
FY23 Results Teleconference and Webcast Details
133
IMDEX Annual Report 2024
IMDEX Annual Report 2024
Annual General Meeting
Share Registry Enquiries
Corporate Calendar
Our Annual General Meeting will be held on 17 October 2024, at 11:00 am (AWST) at
IMDEX’s Head Office. Members of our Board and Executive Leadership Committee will
be available to discuss the Company’s performance, operations, and technologies.
Investors seeking information about their shareholdings should contact IMDEX’s share registry:
Computershare can assist with queries on share transfers, dividend payments, the dividend
reinvestment plan, notification of tax file numbers and changes of name, address or bank
account details.
Computershare Investor Services Pty Limited
Address:
Level 11, 172 St Georges Terrace Perth WA 6000
Postal address:
GPO Box D182 Perth WA 6840
Telephone:
1300 558 507 (within Australia) +61 3 9415 4632 (outside Australia)
Facsimile:
+61 3 9473 2500
Email:
web.queries@computershare.com.au
21 August 2024
Release of FY24 Full Year Results
21 – 28 August 2024
FY24 Full Year Results Road Show
17 October 2024
FY24 Annual General Meeting
1 November 2024
IMDEX Technology Deep Dive
31 December 2024
FY25 Half Year End
17 February 2025
Release of FY25 Half Year Results
17 - 22 February 2025
FY25 Half Year Results Road Show
30 June 2025
FY25 Year End
20 August 2025
Release of FY25 Full Results
20 - 27 August 2025
FY25 Full Year Results Road Show
134
IMDEX Annual Report 2024
135
IMDEX Annual Report 2024
Company History
December 1980
Australian company Pilbara Gold NL incorporated
July 1985
Pilbara Gold NL changed name to IMDEX Limited
September 1987
IMDEX Limited listed on the ASX
1998
Formation of Australian Mud Company
1997
Acquisition of Surtron Technologies Pty Ltd and Ace Drilling Supplies
2001
Joint venture formed with IMDEX and Rashid Trading Establishment (RTE) in Saudi Arabia
July 2005
Sale of IMDEX Minerals
August 2005
Acquisition of African based company Samchem
August 2006
Acquisition of Swedish based REFLEX Group of Companies and United Kingdom based
company Chardec
May 2007
Acquisition of Swedish based company Flexit
July 2007
Ace merged with REFLEX. IMDEX finalised the sale of its interest in IMDEX Arabia to RTE
Acquisition of Canadian based Poly-Drill and a 75% interest in Kazakhstan based Suay Energy
Services
October 2007
Sale of Surtron Technologies November 2007 Acquisition of Chilean based company
Southernland
January 2008
Acquisition of German based company System Entwicklungs
July 2008
Acquisition of the remaining 25% of Kazakhstan based Suay Energy Services
September 2008
Acquisition of Australian based company Wildcat Chemicals Australia
July 2010
New regional structure implemented and business reporting streamlined into Minerals and Oil
& Gas Divisions
September 2010
Acquisition of Australian based companies Fluidstar and Ecospin
March 2011
Acquisition of German based company Mud-Data
July 2011
Formation of DHS Services joint venture Acquisition of Australian based company Australian
Drilling Specialties Pty Ltd
August 2011
Acquisition of Brazilian based company System Mud Indústria e Comércio Ltda
January 2012
Acquisition of Vaughn Energy Services (VES) by IMDEX’s DHS Services joint venture
November 2012
Acquisition of ioGlobal Pty Ltd, ioAnalytics Pty Ltd and ioGlobal Solutions Inc. (together
ioGlobal)
December 2012
DHS Services and Vaughn Energy Services rebranded as VES International
September 2014
Acquisition of 2iC
June 2015
Divestment of Suay Energy Services
2016
Divestment of AMC Oil & Gas
January 2018
Option to acquire Flexidrill Limited and Flexidrill Construction Limited (together Flexidrill)
January 2020
Completed acquisition of Flexidrill
July 2020
Completed acquisition of AusSpec International
September 2021
Completed acquisition of DataCloud International Inc.
November 2021
Investment in Datarock Holdings Pty Ltd
February 2023
Acquisition of Devico
April 2023
40% interest in Krux Analytics
January 2024
Increased investment in Datarock Holdings Pty Ltd to 51.9%
IMDEX Annual Report 2024
IMDEX Annual Report 2024
IMDEX LOGRx™
136
137
IMDEX Annual Report 2024
Forward Looking
Statements
This report may contain certain ‘forward-looking statements’ and
projections provided by or on behalf of Imdex limited (IMDEX). Forward
looking statements can generally be identified by the use of forward-looking
words such as, ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’,
‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’,
‘outlook’, ‘guidance’ and other similar expressions within the meaning of
securities laws of applicable jurisdictions. These forward-looking statements
reflect various assumptions made by or on behalf of IMDEX. You are
cautioned not to place undue reliance on forward looking statements. The
statements, opinions and estimates in this report are based on assumptions
and contingencies subject to change without notice, as are statements
about market and industry trends, projections, guidance, and estimates.
The forward-looking statements contained in this report are not guarantees
or predictions of future performance and involve known and unknown risks
and uncertainties and other factors, many of which are beyond the control
of IMDEX, and may involve significant elements of subjective judgement
and assumptions as to future events which may or may not be correct. The
forward looking statements are subject to significant business, economic
and competitive uncertainties and contingencies associated with the
mining-tech industry which may be beyond the control IMDEX, which could
cause actual results or trends to differ materially, including but not limited
to retention of key business relationships, environmental impacts and
claims, operational and executional risks, research and development and
intellectual property risks, an inability to meet customer demand, price and
currency fluctuations, operating results, legislative, fiscal and regulatory
developments, economic and financial market conditions in various
countries, approvals and cost estimates, environmental risks, ability to meet
funding requirements and share price volatility. Accordingly, there can be
no assurance that such statements and projections will be realised. IMDEX
makes no representations as to the accuracy or completeness of any such
statement of projections or that any forecasts will be achieved. A number of
important factors could cause actual results, achievements or performance
to differ materially from the forward-looking statements, including the risks
and uncertainties set out above. Investors should consider the forward-
looking statements contained in this report in light of those matters. The
forward-looking statements are based on information available to IMDEX as
at the date of this report. Except as required by law or regulation (including
the ASX listing rules), IMDEX undertakes no obligation to provide any
additional or updated information whether as a result of new information,
future events, or results or otherwise, indicators of, and guidance or outlook
on, future earnings or financial position or performance are also forward-
looking statements.
imdex.com